Common use of Refunds Clause in Contracts

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.

Refunds. All (a) The Parties shall share Refunds as follows: (1) a Party shall be entitled to all Refunds that relate to Taxes, other than Shared Taxes, for which such Party (or its Subsidiaries) is liable, (2) a Party shall be entitled to Refunds claimed on an originally filed Tax Return that reflect an overpayment of estimated Taxes as compared to the Tax liability reported on such originally filed Tax Return, and (3) except to the extent described in clause (1) or (2), (x) Refunds that are related to or paid in respect of an Income Tax Return the Audit of which would constitute a Pre-Distribution Shared Tax Audit, and (y) for the avoidance of doubt and without duplication, Trident’s share of Refunds for payments made of Taxes subject to Section 9.3(c) and received pursuant to the Trident 2007 Tax Sharing Agreement (collectively, a “Shared Refund”) shall be shared by the BUYER prior Parties in the following order: (i) First, to the delivery extent that the Threshold Base Amount on the date that the Refund is received is in excess of the VESSEL Second Tax Contingency Amount, Trident, Fountain and Athens NA shall be in the nature of advance share all Shared Refunds to the SELLER, such extent and in the event this Contract is rescinded by the BUYERsame proportion as their respective Sharing Percentages. (ii) Second, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars extent that the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to Threshold Base Amount on the date of remittance by telegraphic transfer of such refund to that the account specified by the BUYER. If the SELLER Refund is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided received is in this Article, the SELLER shall return to the BUYER all excess of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount First Tax Contingency Amount but less than or equal to the cost Second Tax Contingency Amount, Fountain and Athens NA shall share all such Shared Refunds to the BUYER of those supplies that were incorporated into extent and in the VESSEL. As security same proportion as their respective Second Sharing Percentages. (iii) Third, to the BUYER extent that the Threshold Base Amount on the date that the Refund is received is less than or equal to the First Tax Contingency Amount, Trident shall be entitled to all Shared Refunds. For the avoidance of doubt, it is the Parties’ intention that Shared Refunds shall be paid to the Parties in a manner that refunds aggregate payments made under Sections 5.1(a), 9.3(a), and 9.3(c) on a “last in, first out” basis. To the extent that a Party (or any of its Subsidiaries) receives and is entitled to a Refund under Section 4.1(a)(2) all or a portion of which is attributable to payments of estimated Taxes by another Party (or any of its Subsidiaries), the first Party shall pay to such other Party the portion of the Refund attributable to such other Party’s payments of estimated Taxes. Notwithstanding the foregoing, in the event a Refund is the result of the carryback by a Party (or one of such Party’s Affiliates) of a Tax Attribute generated in a Post-Distribution Tax Period or a Straddle Tax Period to a Pre-Distribution Tax Period or a Straddle Tax Period permitted pursuant to Section 4.2 solely because such carryback cannot result in one or more other Parties (or their Affiliates) being liable for additional Taxes, such Refund shall not be shared with any other Party. (b) Notwithstanding Section 4.1(a), to the extent a claim for a Refund by a Party is reasonably likely to result in a Correlative Detriment to another Party or Parties, such Refund shall, to the extent actually received by such claiming Party, be paid proportionately to the Party or Parties that are reasonably likely to realize such Correlative Detriment, but only to the extent of such Correlative Detriment. (c) Any Refund or portion thereof to which a Party is entitled pursuant to this Section 4.1 that is received or deemed to have been received as described below by another Party (or its Subsidiaries) shall be paid by such other Party to such first Party. To the extent a Party (or its Subsidiaries) applies or causes to be applied an overpayment of Taxes as a condition precedent credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by such Party to another Party (or Parties) pursuant to this Section 4.1, such Party shall be deemed to have actually received a Refund to the payment of the 1st pre-delivery instalment payable by the BUYER after extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. (d) For the avoidance of doubt, any reduction of a previously received Refund shall be treated as an additional Tax payable for all purposes of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERAgreement.

Refunds. All payments made by the BUYER prior (a) Subject to the delivery Section 6(c) of this Annex I, all refunds of Taxes of any member of the VESSEL shall be in Company Group for any Pre-Closing Taxable Period (or portion of a Straddle Period ending on the nature of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all Closing Date as determined in accordance with the specific terms same principles provided for in Section 5 of this Contract permitting Annex I) (whether in the form of cash received from the applicable Governmental Authority or a direct credit against Taxes otherwise payable for any taxable period beginning on the day immediately after the Closing Date (or portion of a Straddle Period beginning on the day immediately after the Closing Date) shall be for the benefit of Seller. Buyer shall cooperate with Seller to claim any refunds that may give rise to payment to Seller under this Section 6 of Annex I, including, to the extent requested by Seller, by filing claims for such rescissionrefunds. For purposes of this Section 6(a) of this Annex I, to the extent the reserve for Tax liabilities that was included in the computation of Net Working Capital or Net Company Debt as finally determined is in excess of the Taxes actually payable by a member of the Company Group following the Closing for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date as determined under Section 5 of this Annex I), such excess shall be treated as a refund received on the date the Tax Return of the Company Group is filed showing the reduced Taxes; provided, however, that to the extent such excess is paid to Seller in accordance with this Section 6 of this Annex I, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid the Taxes included in the computation of the Net Working Capital or Net Company Debt, as finally determined, for purposes of Section 1 of this Annex I shall be reduced by the BUYER amount of such payment. (b) To the extent Buyer or any member of the Company Group receives a refund that is for the benefit of Seller, Buyer shall pay to Seller the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer amount of such refund to (without interest other than interest received from the account specified by Governmental Authority), net of any Taxes (including withholding Taxes and Income Taxes that would be imposed on the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all immediate repatriation of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount cash equal to the cost amount of any refund received by a member of the Company Group not organized under the Laws of the United States to the BUYER of those supplies United States) and any reasonable out-of-pocket expenses that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment Buyer or any member of the 1st pre-delivery instalment Company Group or any of its Affiliates incur with respect to such refund (and related interest). The net amount due to Seller shall be payable by ten (10) days after receipt of the BUYER refund from the applicable Governmental Authority (or, if the refund is in the form of direct credit, ten (10) days after filing the date Tax Return claiming such credit). (c) Nothing in this Section 6 of this Contract in accordance Annex I shall require Buyer to make any payment with Paragraphs 3 respect to any refund for a Tax (and 4 such refunds shall be for the benefit of this ArticleBuyer, the SELLER shall Company, and its Subsidiaries) that is with respect to (i) deliver any refund of Tax that is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a taxable period beginning on the day immediately after the Closing Date (or portion of any Straddle Period beginning on the day immediately after the Closing Date); (ii) any refund of Tax attributable to taxable years or periods beginning after the Closing Date to the BUYER extent Seller has not indemnified Buyer, Company, or the applicable Subsidiary for such Taxes; (iii) any refund for Tax that is reflected as an Included Current Asset on the Net Working Capital, as finally determined, or included in the computation of Net Company Debt, as finally determined; (iv) any refund for Tax that gives rise to a Refund Guarantee payment obligation by any member of the Company Group to any Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by any member of the Company Group on or prior to the Closing Date; or (v) any refund of Buyer’s allocable share of any Transfer Taxes as determined under Section 8 of this Annex I. (d) All refunds of Taxes of any member of the Company Group to the extent they do not give rise to a payment to Seller under this Section 6 of Annex I and all refunds for Taxes that Buyer has indemnified for under Section 1(b) of Annex I shall be for the 1st instalment sole benefit of Buyer. To the extent Seller or Parent receives a refund of any Tax that is for the benefit of Buyer, Parent and Seller shall pay to Buyer the amount of such refund (without interest other than interest received from a Governmental Authority), net of any Taxes or any reasonable out of pocket expenses that Seller or Parent incur with respect to such refund (or interest). The net amount due to Buyer shall be issued by payable ten (10) days after receipt of the SELLER’s Bank refund from the applicable Governmental Authority (or, if the refund is in the form annexed hereto as Exhibit "A” and of direct credit, ten (ii10) procure that days after filing the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until Tax Return claiming such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERcredit).

Refunds. All payments made by Buyer and/or the BUYER prior Company shall pay or cause to be paid to the delivery of the VESSEL shall be in the nature of advance to the SELLERSellers, and in the event this Contract is rescinded by the BUYER, all in accordance with their respective Allocable Portions, any refunds of Taxes of the specific terms Company or any of its Subsidiaries plus any interest received with respect thereto from the applicable Taxing Authorities for any Pre-Closing Tax Period or Pre-Closing Straddle Period for which Sellers are responsible pursuant to this Contract permitting Agreement (including, without limitation, refunds arising from amended returns filed after the Closing Date) within ten (10) Business Days after Buyer or the Company or any of its Subsidiaries receives such rescissionrefund; provided, however, that amounts payable to Optionholders shall be paid to the Company for further payment by the Company to each Optionholder in accordance with each Optionholder’s Allocable Portion through payroll as set forth in Section 2(f)(ii). Buyer agrees that it will not carry back losses from Post-Closing Tax Periods to Pre-Closing Tax Periods. Notwithstanding the foregoing sentence, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid any such refund which is for the benefit of the Sellers (i) shall be reduced by (A) the BUYER to the SELLER under this Contractamount of any Taxes, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer if any, on or incurred as a result of such refund and any costs and expenses incurred in connection with obtaining such refund and (B) the amount of outstanding claims pursuant to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” Section 6(d)(i); and (ii) procure shall not include any refund (which for the avoidance of doubt shall be for the benefit of the Buyer) (A) that results from an adjustment in Tax for a Pre-Closing Tax Period that results in an increase in Tax (exclusive of any Tax on the SELLER’s Bank shall provide refund) for any Post-Closing Tax Period; (B) that was included in the calculation of either the Estimated Working Capital or Final Working Capital; (C) for Transfer Taxes or (D) attributable to the BUYER satisfactory evidence carry back of registration any Tax asset attributable to a taxable period (or portion thereof) beginning following the Closing. To the extent a refund that gave rise to a payment by the Buyer and/or the Company to the Sellers, is subsequently disallowed, or otherwise reduced, the Sellers will be responsible, severally and not jointly, to return (all or the applicable portion) of the relevant Refund Guarantee with SAFE, refund recovered from the BUYER having no obligation to pay Buyer and/or the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall Company plus (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued interest charged by the SELLER’s Bank in the form annexed hereto as Exhibit "B” Governmental Entity on such refund; and (ii) procure that reasonable costs and expenses imposed on the SELLER’s Bank shall provide to Buyer and/or the BUYER satisfactory evidence Company by a third-party as a result of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERdisallowance or reduction.

Refunds. All (a) The Parties shall share Refunds as follows: (1) a Party shall be entitled to all Refunds that relate to Taxes, other than Shared Taxes, for which such Party (or its Subsidiaries) is liable, (2) a Party shall be entitled to Refunds claimed on an originally filed Tax Return that reflect an overpayment of estimated Taxes as compared to the Tax liability reported on such originally filed Tax Return, and (3) except to the extent described in clause (1) or (2), (x) Refunds that are related to or paid in respect of an Income Tax Return the Audit of which would constitute a Pre-Distribution Shared Tax Audit, and (y) for the avoidance of doubt and without duplication, Trident’s share of Refunds for payments made of Taxes subject to Section 9.3(c) and received pursuant to the Trident 2007 Tax Sharing Agreement (collectively, a “Shared Refund”) shall be shared by the BUYER prior Parties in the following order: (i) First, to the delivery extent that the Threshold Base Amount on the date that the Refund is received is in excess of the VESSEL Second Tax Contingency Amount, Trident, Fountain and Athens NA shall be in the nature of advance share all Shared Refunds to the SELLER, such extent and in the event this Contract is rescinded by the BUYERsame proportion as their respective Sharing Percentages. (ii) Second, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars extent that the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to Threshold Base Amount on the date of remittance by telegraphic transfer of such refund to that the account specified by the BUYER. If the SELLER Refund is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided received is in this Article, the SELLER shall return to the BUYER all excess of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount First Tax Contingency Amount but less than or equal to the cost Second Tax Contingency Amount, Fountain and Athens NA shall share all such Shared Refunds to the BUYER of those supplies that were incorporated into extent and in the VESSEL. As security same proportion as their respective Second Sharing Percentages. (iii) Third, to the BUYER extent that the Threshold Base Amount on the date that the Refund is received is less than or equal to the First Tax Contingency Amount, Trident shall be entitled to all Shared Refunds. For the avoidance of doubt, it is the Parties’ intention that Shared Refunds shall be paid to the Parties in a manner that refunds aggregate payments made under Sections 5.l(a), 9.3(a), and 9.3(c) on a “last in, first out” basis. To the extent that a Party (or any of its Subsidiaries) receives and is entitled to a Refund under Section 4.1(a)(2) all or a portion of which is attributable to payments of estimated Taxes by another Party (or any of its Subsidiaries), the first Party shall pay to such other Party the portion of the Refund attributable to such other Party’s payments of estimated Taxes. Notwithstanding the foregoing, in the event a Refund is the result of the carryback by a Party (or one of such Party’s Affiliates) of a Tax Attribute generated in a Post-Distribution Tax Period or a Straddle Tax Period to a Pre-Distribution Tax Period or a Straddle Tax Period permitted pursuant to Section 4.2 solely because such carryback cannot result in one or more other Parties (or their Affiliates) being liable for additional Taxes, such Refund shall not be shared with any other Party. (b) Notwithstanding Section 4.l(a), to the extent a claim for a Refund by a Party is reasonably likely to result in a Correlative Detriment to another Party or Parties, such Refund shall, to the extent actually received by such claiming Party, be paid proportionately to the Party or Parties that are reasonably likely to realize such Correlative Detriment, but only to the extent of such Correlative Detriment. (c) Any Refund or portion thereof to which a Party is entitled pursuant to this Section 4.1 that is received or deemed to have been received as described below by another Party (or its Subsidiaries) shall be paid by such other Party to such first Party. To the extent a Party (or its Subsidiaries) applies or causes to be applied an overpayment of Taxes as a condition precedent credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by such Party to another Party (or Parties) pursuant to this Section 4.1, such Party shall be deemed to have actually received a Refund to the payment of the 1st pre-delivery instalment payable by the BUYER after extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. (d) For the avoidance of doubt, any reduction of a previously received Refund shall be treated as an additional Tax payable for all purposes of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERAgreement.

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER(a) Purchaser shall, and shall cause its Affiliates to, hold in trust for the event this Contract is rescinded benefit of Seller all refunds (including interest paid thereon by the BUYERa Governmental Authority and any amounts applied against a Tax Liability for other taxable periods, all net of any Tax cost arising as a result thereof (including Tax on such interest or refund or other additional Tax payable as a result of such refund) and any cost incurred in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall preparing any claim for refund to the BUYER in United States Dollars extent attributable to any refund payable to Seller) of any Taxes for which Purchaser is entitled to indemnification pursuant to this Agreement (“Seller’s Refunds”), and, within five (5) Business Days after receipt by Purchaser or any of its Affiliates of any such Seller’s Refund, Purchaser or its Affiliate, as applicable, shall pay over to Seller the full amount of all sums already paid by the BUYER such Seller’s Refund without right of set off or counterclaim. Notwithstanding anything in this Agreement to the SELLER under contrary, Seller’s Refunds shall include any Transfer Tax, VAT or any other transfer or similar Tax that is the obligation of the Seller pursuant to this ContractAgreement that is actually recovered by Purchaser or its Affiliates by way of a refund, together with credit, or otherwise, in each case, net of any Tax cost arising as a result thereof (including Tax on such interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer or refund, credit or recovery or other additional Tax payable as a result of such refund, credit or recovery) and any cost incurred to obtain such refund, credit or recovery. (b) Seller shall, and shall cause its Affiliates to, hold in trust for the benefit of Purchaser and its Affiliates all refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax Liability for other taxable periods, net of any Tax cost arising as a result thereof (including Tax on such interest or refund or other additional Tax payable as a result of such refund) and any cost incurred in preparing any claim for refund to the account specified extent attributable to any refund payable to Purchaser) of any Taxes for which Seller is entitled to indemnification pursuant to this Agreement (“Purchaser’s Refunds”) and, within five (5) Business Days of receipt by Seller or any of its Affiliates of any such Purchaser’s Refund, Seller or and its Affiliate, as applicable, shall pay over to Purchaser the BUYERamount of Purchaser’s Refund without right of set off or counterclaim. (c) Upon the reasonable request of Seller, Purchaser will file, or cause a Conveyed Company or other Affiliate of the Purchaser to file, claims for Seller’s Refunds, in such form as Seller may reasonably request; provided, however, that the filing of any such claim will not result in any prejudice to Purchaser or its Affiliates. If Seller will have the SELLER is required sole right to refund prosecute any claims for Seller’s Refunds (by suit or otherwise) at Seller’s expense and with counsel of Seller’s choice. Purchaser will cooperate, and cause the appropriate Conveyed Company or other Affiliate of the Purchaser to cooperate, fully, at Seller’s expense, with Seller and its counsel in connection therewith. (d) Upon the BUYER reasonable request of Purchaser, Seller shall and shall cause its Affiliates to file, claims for Purchaser’s Refunds, in such form as Purchaser may reasonably request; provided, however, that the instalments paid filing of any such claim will not result in any prejudice to Seller or its Affiliates. Purchaser will have the sole right to prosecute any claims for Purchaser’s Refunds (by the BUYER suit or otherwise) at Purchaser’s expense and with counsel of Purchaser’s choice. Seller will cooperate, and cause its Affiliates to the SELLER cooperate, fully, at Purchaser’s expense, with Purchaser and its counsel in connection therewith. (e) Except as provided in Sections 7.7(a) and 7.7(b) hereof, any refunds of Taxes other than Seller’s Refunds and Purchaser’s Refunds will be the property of the payee of such refunds and no other Party nor any of its Affiliates will have any right to such refunds. (f) To the extent reasonably requested by Seller, and within (30) days of such request, Purchaser and its Affiliates shall grant to Seller appropriate powers of attorney as may reasonably be necessary to prosecute or defend its rights under this Article, the SELLER shall return Section 7.7. (g) Notwithstanding anything to the BUYER all of the BUYER's supplies as stipulated in Article V which were contrary herein, Seller shall not incorporated in the VESSEL and pay be entitled to any Tax refunds to the BUYER an amount equal to the cost to the BUYER of those supplies that extent such refunds were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract included in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERFinal Closing Working Capital.

Refunds. All payments made by Except with respect to any refund arising from the BUYER prior carryback of any post-Closing Tax loss, deduction or credit of the Company, any refunds or credits of Taxes with respect to the delivery Company or any of its Subsidiaries for any period (or portion thereof) ending on or before the Closing Date (other than Balance Sheet Taxes, which shall be for Buyer's account) shall be for the account of Seller ("PRE-CLOSING TAX REFUNDS"). Buyer shall (1) if Seller so requests in writing and at Seller's expense, cause the relevant entity (Buyer, Company, Subsidiary or any successor) to file for and obtain any Pre-Closing Tax Refunds, including through the prosecution of any administrative or judicial proceeding which Seller, in its sole and absolute discretion, chooses to direct such entity to pursue, and (2) permit Seller to control (at Seller's expense) the prosecution of any claim for Pre-Closing Tax Refunds, and when deemed appropriate by Seller, shall cause the relevant entity to authorize by appropriate power of attorney such person as Seller shall designate to represent such entity with respect to such refund claimed; PROVIDED that, if filing for and obtaining such Pre-Closing Tax Refund would materially and adversely affect the Tax liability or Tax attributes of the VESSEL Company or any Subsidiary for any Tax period (or portion thereof) ending after the Closing Date ("ADVERSE TAX CONSEQUENCES"), Buyer shall be have no obligation, and Seller shall have no right to cause or request Buyer to file for and obtain any Pre-Closing Tax Refund, unless Seller agrees in writing reasonably acceptable to Buyer to reimburse and indemnify Buyer against any such Adverse Tax Consequences; PROVIDED, however, that Seller shall have no obligation to provide such written agreement or to reimburse and indemnify Buyer against any such Adverse Tax Consequences unless Buyer, at Seller's request, provides Seller with a written description of the nature of advance and good faith estimate of the amount of such Adverse Tax Consequences based on information reasonably available to the SELLERBuyer at the time of such request; AND FURTHER PROVIDED that, with respect to the description of claims for the specifically identified Pre-Closing Tax Refunds set forth in Section 5.3 of the Seller Disclosure Schedule, Buyer has agreed that there are no Adverse Tax Consequences, other than liability for any Taxes, interest or other reasonable expenses that may be incurred with respect to obtaining or receiving such refund. Buyer shall forward to Seller any such refund, less, in each case, any Taxes, interest or other reasonable expenses of Buyer with respect to obtaining or receiving such refund, promptly after the refund is received or any such credit at the time such credit results in an actual reduction of Taxes otherwise payable by Buyer or the Company. If Buyer, the Company or any of its Subsidiaries becomes aware of a reasonable basis for claiming a Pre-Closing Tax Refund to which Seller is entitled hereunder, Buyer shall notify Seller of any such Pre-Closing Tax Refund (it being understood that Buyer, the Company and its Subsidiaries shall not have any duty to investigate the existence of any such potential Pre-Closing Tax Refund). Buyer shall be entitled to any refund or credit of Taxes arising from the carryback of any post-Closing Tax losses, deductions, or credit of the Company (a "CARRYBACK"), and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER Seller and its Affiliates shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of promptly forward such refund to Buyer after the account specified refund is received or any such credit at the time such credit results in an actual reduction of Taxes otherwise payable by Seller or its Affiliates, less, in each case, any Taxes, interest or other reasonable expenses of Seller with respect to obtaining or receiving such refund; PROVIDED, however, that if, notwithstanding the provisions of Section 5.3(i) hereof, Seller consents to the filing of an amended Tax Return for the purpose of permitting Buyer to obtain a refund from a Carryback, then Buyer shall agree in writing to indemnify Seller against any material and adverse effect of the filing for and obtaining such Carryback on the Tax liability or Tax attributes of Seller. Notwithstanding the foregoing, the control of the prosecution of a claim for refund or credit for Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as the result of an audit shall be governed by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all provisions of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERSection 5.3(e).

Refunds. All payments made (i) If Payee shall become aware that it is entitled to receive a refund or credit from a Governmental Authority in respect of Indemnified Taxes, Other Taxes or any additional amounts for which such Payee has been indemnified by Borrower pursuant to this Section, or with respect to which any Credit Party has paid additional amounts pursuant to this Section, it shall promptly notify Borrower of the availability of such refund or credit; provided, that, no Payee shall be under any duty to inquire into or investigate the availability of any such refund or credit. Borrower may request that such Payee seek a refund of, or credit in respect of, such amounts, provided that Payee shall not be obligated to seek any such refund or credit until Borrower shall have (A) advanced to Payee such amounts as Payee shall reasonably determine to be sufficient to cover its costs and expenses in seeking such refund or claiming the benefit of such credit, and (B) undertaken, in such form as Payee shall reasonably determine to be appropriate to protect its interests, to fund any costs and expenses of Payee in excess of those covered by the BUYER prior advance described in clause (A). Within 30 days after receipt of a request by the Borrower and satisfaction of the foregoing conditions precedent, Payee shall make a claim to the delivery appropriate Governmental Authority for such refund or credit. (ii) If as a result of the VESSEL claim for refund or credit described in clause (i) above or otherwise, Payee receives a refund or secures the application of a credit in respect of any Indemnified Taxes, Other Taxes or any other amounts as to which it has been indemnified by Borrower pursuant to this Section, or with respect to which any Credit Party has paid additional amounts pursuant to this Section, such Payee shall be in promptly notify Borrower of such refund or credit and shall, within thirty (30) days from the nature date of advance receipt of such refund or the application of such credit, pay over to Borrower (but only to the SELLERextent of indemnity payments made, and in the event or additional amounts paid, by Borrower or any Credit Party under this Contract is rescinded by the BUYER, all in accordance Section with the specific terms of this Contract permitting such rescission, the SELLER shall refund respect to the BUYER in United States Dollars Indemnified Taxes, Other Taxes or any other amounts giving rise to such refund or credit) the full excess, if any, of (A) the amount of all sums already such refund or credit (including any interest paid by the BUYER Governmental Authority with respect to such refund or credit), over (B) the sum of (1) all out-of-pocket expenses of such Payee in excess of any advances theretofore made by Borrower, plus (2) any Taxes levied on or attributable to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance receipt by telegraphic transfer Payee of such refund or credit, such that, after making any payment to the account specified Borrower required by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this ArticleSection 2.20(h), the SELLER Payee shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL have received and pay to the BUYER retained an amount equal to the cost Make-Whole Amount; provided, that, Borrower, upon the request of such Payee agrees to repay any amount paid over to Borrower (plus penalties, interest or other charges due to the BUYER of those supplies that were incorporated into Governmental Authority in connection therewith) to such Payee in the VESSEL. As security event such Payee is required to repay such refund to such Governmental Authority or is disallowed the BUYER and as a condition precedent to the payment benefit of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERclaimed credit.

Refunds. All payments made (a) Purchaser shall, and shall cause its Affiliates to, hold in trust for the benefit of Sellers all refunds (including interest paid thereon by the BUYER prior to the delivery a Governmental Authority and any amounts applied against a Tax liability for other taxable periods) of the VESSEL shall be any Taxes not reflected as an asset in the nature calculation of advance Closing Date Working Capital for which Purchaser is entitled to indemnification pursuant to this Agreement (“Sellers’ Refunds”), and, within five (5) Business Days after receipt by Purchaser or any of its Affiliates of any such Sellers’ Refund, Purchaser or its Affiliate, as applicable, shall pay over to Seller the SELLERamount of such Seller’s Refund without right of set off or counterclaim. (b) Sellers shall, and shall cause their Affiliates to, hold in trust for the event benefit of Purchaser and its Affiliates all refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax Liability for other taxable periods) of any Taxes for which Sellers are entitled to indemnification pursuant to this Contract is rescinded Agreement (“Purchaser’s Refunds”) and, within five (5) Business Days of receipt by Sellers or any of their Affiliates of any such Purchaser’s Refund, Sellers or and their Affiliate, as applicable, shall pay over to Purchaser the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid Purchaser’s Refund without right of set off or counterclaim. (c) Upon the request of Sellers, Purchaser will file, or cause a Conveyed Entity or its Affiliate to file, claims for Sellers’ Refunds, in such form as Sellers may reasonably request; provided, however, that the filing of any such claim will not result in any prejudice to Purchaser or its Affiliates. Sellers will have the sole right to prosecute any claims for Sellers’ Refunds (by suit or otherwise) at Sellers’ expense and with counsel of Sellers’ choice. Purchaser will cooperate, and cause the BUYER appropriate Conveyed Entity or Affiliate to cooperate, fully, at Sellers’ expense, with Sellers and their counsel in connection therewith. (d) Upon the SELLER under this Contractrequest of Purchaser, together Sellers shall and shall cause their Affiliates to file, claims for Purchaser’s Refunds, in such form as Purchaser may reasonably request; provided, however, that the filing of any such claim will not result in any prejudice to Sellers or their Affiliates. Purchaser will have the sole right to prosecute any claims for Purchaser’s Refunds (by suit or otherwise) at Purchaser’s expense and with interest counsel of Purchaser’s choice. Sellers will cooperate, and cause their Affiliates to cooperate, fully, at Purchaser’s expense, with Purchaser and its counsel in connection therewith. (at the rate set out in respective provision thereofe) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER Except as provided in this ArticleSection 7.7(a) and Section 7.7(b) hereof, any refunds of Taxes other than Sellers’ Refunds and Purchaser’s Refunds will be the SELLER shall return to the BUYER all property of the BUYER's supplies payee of such refunds and no other Party or its Affiliates will have any right to such refunds. (f) To the extent reasonably requested by Sellers, and within (30) days of such request, Purchaser and its Affiliates shall grant to Sellers appropriate powers of attorney as stipulated in Article V which were not incorporated in the VESSEL and pay may reasonably be necessary to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERprosecute or defend its rights hereunder.

Refunds. ‌ (a) The entire process of refunds through electronic clearance shall be completed within time prescribed by the SEBI, Stock Exchanges and under Applicable Law, in this regard. Subject to the provisions of this Agreement, it is agreed that in the event the Refund Bank does not comply with the refund instructions issued by the Registrar or Company, it shall be liable to pay the interest in accordance with Applicable Law on the amount liable to be refunded for every such day of delay, provided that all the Parties agree that on the payment of such interest amount, the Refund Bank shall, subject to applicable statutory / regulatory requirements including the requirements of the SEBI ICDR Regulations, stand absolved of all or any other liability that may arise due to such non-compliance with the refund instructions issued by the Registrar or Company. (b) In the event of a failure to complete the Issue in accordance with Clause 3.1.2 and/or Clause 3.3 of this Agreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of written instructions from the Registrar, in the form provided in Annexure E, the Banker to the Issue shall forthwith transfer the amounts lying to the credit of the Allotment Account to the Refund Account and the Refund Bank shall make payments in accordance with Applicable Law. All payments refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the benefit of the Beneficiaries without any right or lien thereon. (c) The refunds pertaining to amounts in the Refund Account shall be made by the BUYER prior Refund Bank to the delivery respective Applicants as per this Agreement, . (d) Any returns/rejects from NACH/NEFT/RTGS/direct credit will be refunded by way of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded demand drafts / direct transfers by the BUYER, all Refund Bank. The Refund Bank for such refunds will act in accordance with the specific instructions of the Registrar for issuances of these instruments. (e) Online validation at the point of payment by the Refund Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the Refund Bank. The refund warrants shall be paid after validating the cheque / demand draft number, warrant number and amount with the Master provided to the Banker to the Issue and after ensuring that the refund warrants have not been materially altered in any manner whatsoever. The Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the aforesaid changes to the Refund Bank and the Refund Bank disclaims all liabilities for effecting a payment as per the Masters in their possession. The Refund Bank shall be responsible for reconciliation of the Refund Account with the Masters provided by the Registrar and the Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as desired by the Registrar and/or the Company. Any inconsistencies observed by the Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar, the Company, prior to dispatch of refund. (f) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment Advice / refund intimation or other permissible means to communication allotment and refund details in a timely manner. (g) The Refund Bank reserves the right to not dispatch the refund, if they are not mentioned in the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (h) The Banker to the Issue shall comply with the terms of this Contract permitting such rescissionAgreement, the SELLER shall refund Letter of Offer and all Applicable Laws, directives or instructions issued by the Registrar to the BUYER Issue, in United States Dollars connection with its responsibilities as a Banker to the full amount Issue. (i) The Refund Bank shall comply with the terms of this Agreement, the Letter of Offer and all sums already paid Applicable Laws, directives or instructions issued by the BUYER Registrar to the SELLER under this ContractIssue, together in connection with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and its responsibilities as a condition precedent to Refund Bank. (j) The Registrar and the payment Refund Bank shall ensure that the refund for un-allotted or partially Allotted Applications is completed on or before T+1 day, T being the Basis of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract Allotment day, in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERApplicable Law.

Refunds. All payments For cancelled Events at the Managed Venue, or for other reasons in consultation with AEGP (such as postponed or rescheduled Events which provide for a refund window), AXS will process refunds for sales made by via AXS’s merchant account on AXS channels, and all fees (with the BUYER prior exception of priority shipping) will be refunded to the delivery consumer along with the Ticket price. AXS will deduct the amounts of such refunds and related chargebacks from the VESSEL shall be in the nature of advance next Settlement Payment that becomes due and payable to AEGP. Notwithstanding anything herein to the SELLERcontrary, and in the event that AXS is not then currently holding sufficient Ticket proceeds otherwise owing to Client and to be paid to AEGP in the next Settlement Payment, to cover such refunds and related chargebacks (or any other amounts owing to AXS pursuant to this Contract is rescinded by Amendment), AXS may at its election (i) offset the BUYERdeficiency (or amount due, all in accordance with as the specific terms of this Contract permitting such rescissioncase may be) against future Settlement Payments, or (ii) invoice AEGP for the SELLER deficiency, which AEGP shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the then remit electronically into an account specified by the BUYERAXS within two (2) business days after receipt of AXS’s invoice. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided Additionally, AXS may, in this Articleits sole discretion, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the withhold payment of all refunds until it is holding or has received sufficient amounts to cover the 1st pre-delivery instalment payable by the BUYER refunds. AXS will make such refunds for a period of thirty (30) days after the date upon which AXS is in possession of this Contract in accordance the required funds with Paragraphs 3 and 4 respect to a particular Event. After such thirty (30)-day period, AEGP shall be solely responsible for making all refunds for such Event. With respect to sales of this ArticleTickets via Client-controlled and/or AEGP controlled channels (such as the Venue box office, the SELLER shall back office or any other Client-controlled and/or AEGP controlled channels), Client or AEGP, respectively will: (i) deliver be solely responsible for all amounts refunded to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” customers and (ii) procure that the SELLERwill be solely responsible for processing such refunds. For clarity, with respect to sales of Tickets made directly through AEGP’s Bank shall provide to the BUYER satisfactory evidence merchant account, AEGP will be solely responsible for processing refunds of registration Tickets, e.g., for any cancelled Events or postponed or rescheduled Events where a refund window is in effect.” 5. Section 13 of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER Agreement shall be deleted in its entirety and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.replaced follows:

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLERBUILDER, and in the event this Contract is rescinded and/or cancelled by the BUYER, all in accordance with the specific terms of this Contract or the law permitting such rescissioncancellation, the SELLER BUILDER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER BUILDER under this Contract, together with interest (at the rate set out in respective provision thereofof eight per cent (8%) per annum from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER BUILDER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER BUILDER as provided in this Article, the SELLER BUILDER shall return to the BUYER all of the BUYER's ’s supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into to the VESSEL. As security to the BUYER and as a condition precedent to for the payment of the 1st pre-1st, 2nd, 3rd and 4th instalments paid prior to the delivery instalment payable by of the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this ArticleVESSEL, the SELLER shall BUILDER shall, within five (i5) deliver banking days prior to each installment, respectively provide the BUYER a BUYER’s bank with an individual Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration each of the relevant Refund Guarantee with SAFE1st, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by a reputable Chinese and/or international bank and/or international insurance company at the SELLERBUILDERS’s Bank option acceptable to Buyers and Buyers bank (the “Refund Guarantor”), in the form annexed hereto as and substance of Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant A with reasonable amendments, if any. All four Refund Guarantee Guarantees must be registered with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.,

Refunds. All payments instalments made by the BUYER to the SELLER prior to the delivery Delivery of the VESSEL shall be to the BUYER are in the nature of advance to the SELLERadvances and, and in the event this Contract is rescinded or cancelled by the BUYER, BUYER all in accordance with the specific terms of this Contract permitting such rescissionrescission or cancellation, shall be refunded by the SELLER shall refund to the BUYER in United States Dollars in the full amount of all sums already paid by the BUYER to the SELLER has received under this Contract, together with interest (at the rate set out in respective provision thereofhereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER BUYER, the SELLER shall, prior to and as a condition precedent to of the payment by the BUYER of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this ArticleInstalment, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to covering 1st, 2nd, and 3rd instalments. The Refund Guarantee shall be issued by the SELLER’s Bank bank in the People’s Republic of China in the form as per Exhibit “B” annexed hereto as Exhibit "A” hereto. The cost for issuing and (ii) procure that maintain the Refund Guarantee shall be for the SELLER’s Bank shall provide account. However, in the event of any dispute between the SELLER and the BUYER with regard to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no SELLER’s obligation to pay repay the 1st pre-delivery instalment until such evidence has been received or instalments paid by the BUYER. Further, as security to the BUYER and as a condition precedent to the BUYER’s right to demand payment of from SELLER’s bank under its guarantee, and such dispute is submitted either by the 2nd pre-delivery instalment payable SELLER or by the BUYER for arbitration in accordance with Paragraphs 3 ARTICLE XIII hereof, SELLER’s bank shall withhold and 4 of this Article, defer payment until the arbitration award between the SELLER and the BUYER is published. SELLER’s bank shall (i) deliver not be obligated to make any payment unless the arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the award, then SELLER’s bank shall refund to the BUYER a Refund Guarantee for extent the 2ndarbitration award orders. Date: 13th November, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.2013

Refunds. All payments made Buyer shall pay over to the Stockholders’ Representative (on behalf of the Equity Holders), except to the extent reflected in Final Closing Net Working Capital or Final Closing Indebtedness, any Tax refunds, including any interest thereon, (or credits in lieu of Tax refunds) that are received by Buyer, the BUYER Company or any of their respective Subsidiaries on or before the date that is fifteen (15) months after the Closing Date and are attributable to Taxes paid on or before the Closing Date by any Group Company with respect to any Pre-Closing Tax Period; provided, that if prior to the delivery close of business on the last day of such fifteen (15) month period after the Closing Date, an Indemnifying Party shall have been properly notified of a claim for indemnity under Section 5.4(a) and such claim shall not have been finally resolved or disposed of at such date, such fifteen (15) month period shall continue, but only with respect to an amount not in excess of the VESSEL shall be in amount actually paid out of the nature Indemnity Escrow Fund with respect to such claim, until such claim is finally resolved or disposed of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescissionAgreement, provided, further, that notwithstanding the foregoing, Buyer shall not be required to pay over any Tax refunds (or credits in lieu of Tax refunds) that are received by (or reflected as a credit on a Tax Return filed by) Buyer, the SELLER shall refund Company or any of their respective Subsidiaries that are attributable to the BUYER in United States Dollars the full amount any carryback of all sums already paid by the BUYER to the SELLER under this Contract, together with interest any Tax item (at the rate set out in respective provision thereofincluding a net operating loss or credit carryback) from the respective any Post-Closing Tax Period to any Pre-Closing Tax Period. Such payment date(sshall be made within fifteen (15) to the date of remittance by telegraphic transfer calendar days after receipt of such refund (or filing of any Tax Return showing a credit in lieu of such refund). For the avoidance of doubt, but subject to the account specified by second proviso in the BUYER. If the SELLER is first sentence of Section 5.4(a), in no event shall Buyer be required to refund make any payment under this Section 5.4(f) in respect of the carryforward of any Tax asset from any Pre-Closing Tax Period to any Post-Closing Tax Period. Upon a request from the BUYER the instalments paid by the BUYER to the SELLER as provided in this ArticleStockholders’ Representative, the SELLER Buyer shall, as soon as is reasonably practicable, cause the Group Companies to file any amended Tax Return or application for Tax refund in order to obtain a Tax refund (or credit) that the Equity Holders are entitled to pursuant to this Section 5.4(f), and the Buyer and Group Companies shall return to the BUYER execute all of the BUYER's supplies other documents, take reasonable additional actions and otherwise reasonably cooperate as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee may be necessary for the 1st instalment Buyer and the Group Companies to be issued perfect their rights in and obtain the Tax refunds (or credits) contemplated by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERSection 5.4(f).

Refunds. All payments Except as otherwise set forth in the Agreement, due to the nature of Novae's online business, products are available, at times, at the time of purchase. As such, ▇▇▇▇▇ has a strict 10-day return policy in effect, which begins from the date of purchase. Affiliates receive commissions based on the actual sales of the products and services to end consumers. When the Company issues a refund to a Customer, the Affiliate who received a commission based on the sale of the refunded product or service agrees that he or she shall reimburse Novae the amount of the refund. The amount of such refund may be offset against future commissions to the Affiliate in the Company's sole discretion. When refunds are made to customers, this also offsets volume initially credited to the upline organizations of Affiliates. It is to be understood that even though an Affiliate may qualify by the BUYER end of a commission period, if the Affiliate is unqualified (in the prior commission period) because of a chargeback or refund, before the payment date, the Affiliate will not receive commissions associated with the previously qualified position, if qualifications were short of the volume requirement. It is highly recommended that each Affiliate work very hard to exceed qualifications at different levels to ensure their commissions are not affected by refunds or chargebacks. Where any state may require a different buy back policy than the Company's, that state's buyback policy will apply. The following only applies to Affiliates who are residents of the states listed below: Georgia: The Company will repurchase all unencumbered products, sales aids, literature, and promotional items which are in a reasonably resalable or reusable condition and which were acquired by the Affiliate from the Company. The repurchase shall be at a price not less than 90% of the original net cost to the Affiliate of the goods being returned. For purposes of this paragraph, "original net cost" means the amount actually paid by the Affiliate for the goods, less any consideration received by the Affiliate for purchase of the goods that is attributable to the specific goods being returned. Goods shall be deemed "resalable or reusable" if the goods are in an unused, commercially resalable condition at the time the goods are returned to the Company. Goods which are no longer marketed by the Company shall be deemed "resalable or reusable" if the goods are in an unused, commercially resalable condition and are returned to the Company within one year from the date the Company discontinued marketing the goods; provided, however, that goods which are no longer marketed shall be deemed not "resalable or reusable" if the goods are sold to an Affiliate as non-returnable, discontinued, or seasonable items and the non- returnable, discontinued, or seasonal nature of the goods was clearly disclosed to the Affiliate seeking to return the goods prior to the delivery purchase of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded goods by the BUYER, all Affiliate. Maryland: The Company will repurchase products that are in accordance with resalable condition at the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already price actually paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee Affiliate for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence products being returned within three months of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERpurchase.

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance payments to the SELLER, and in the event this Contract is rescinded and/or cancelled by the BUYER, all in accordance with the specific terms of this Contract permitting such rescissionrescission and/or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in the respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund refund, together with interest as applicable, to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent BUYER, the BUILDER shall prior to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Articlefalling due, the SELLER shall (i) deliver provide to the BUYER BUYER, a Refund Guarantee for (the 1st instalment to be issued by “Refund Guarantee”) covering the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE1st, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by by, a branch of either China Construction Bank or Bank of China or Exim Bank of China or Bank of Communications, or Agricultural Bank of China, or Industrial & Commercial Bank of China, or China Merchant Bank, or Sinosure (Jiangsu Branch),or such other bank acceptable to the BUYER (the “Refund Guarantor”) at the BUILDER’s option and subject to BUYER’s approval, which shall not be unreasonably withheld. However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s Bank in obligation to repay the form annexed hereto as Exhibit "B” instalment or instalments paid by the BUYER and (ii) procure that to Shipbuilding Contract Hull No. 0120833 the BUYER’s right to demand payment from the SELLER’s Bank ’S bank, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the SELLER’S bank shall provide withhold and defer payment until the arbitration award between the SELLER and the BUYER is published. The SELLER’S bank shall not be obligated to make any payment unless the arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the award, then the SELLER’S bank shall refund to the BUYER satisfactory evidence of registration of extent the relevant Refund Guarantee with SAFE, the BUYER having no obligation arbitration award orders without delay according to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.normal international bank practice. Shipbuilding Contract Hull No. 0120833

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded or cancelled by the BUYER, all BUYER in accordance with the specific any terms of this Contract permitting which permit such rescissionrescission or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereofof Six percent (6.0 %) per annum from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If As security to the BUYER, the SELLER is required to refund shall deliver to the BUYER, within Thirty (30) days following the approval of ▇▇▇▇▇’s BOD, a Refund Guarantee through the SWIFT issued by the SELLER’s bank in the form as per Exhibit “A” annexed hereto, such bank to be acceptable to the BUYER’s bank and the BUYER. However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to pay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from SELLER’s bank, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof or for appeal or appeals in accordance with the English laws, SELLER’s bank shall withhold and defer payment until the arbitration award between the SELLER and the BUYER is published. SELLER’s bank shall not be obligated to make any payment unless the arbitration award (or any court order on appeal therefrom) orders the SELLER to make payment and any right of appeal available to the SELLER as provided under English laws is waived or is not exercised by the SELLER in this Articleaccordance with English law. If the SELLER fails to honour the award or judgment, then SELLER’s bank shall refund to the extent the arbitration award (or any court judgment) orders. In the event that such dispute is submitted to arbitration in the manner specified above, the SELLER shall return be deemed to have agreed to the BUYER all extension(s) of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies any Refund Guarantee that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract may have been issued in accordance with Paragraphs 3 and 4 of this Article, Article until 30 days after the SELLER shall award (ior any court order on appeal therefrom) deliver is final. Production to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that bank or any correspondent bank of notice of appointment of an arbitrator shall be good evidence of the SELLER’s Bank shall provide agreement to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERextension.

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded or cancelled by the BUYER, all in accordance with the specific terms of this Contract permitting such rescissionrescission or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereofof five percent (5%) per annum) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If As security to the BUYER, the SELLER is required shall deliver to refund the BUYER, prior to the BUYER’s arrangement of the remittance of the 1st instalment , an irrevocable Refund Guarantee for the 1stinstalment plus interest at the rate of five percent (5%) per annum in a form acceptable to the BUYER and BUYER’s Bank which shall be annexed to this Contract as per Exhibit "A" which shall be issued by a first class Chinese bank (hereinafter called the instalments “Refund Guarantor”) acceptable to the BUYER and the BUYER’s bank. within forty five (45) days after final mutual agreement on the form and substance of such Refund Guarantee. However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER's obligation to repay the installment or installments paid by the BUYER and to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in right to demand payment from the VESSEL Refund Guarantor, under its guarantee, and pay to such dispute is submitted either by the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable SELLER or by the BUYER after the date of this Contract for arbitration in accordance with Paragraphs 3 and 4 of this ArticleArticle XIII hereof, the Refund Guarantor shall withhold and defer payment until the arbitration award between the SELLER and the BUYER is published. The Refund Guarantor shall (i) deliver not be obligated to make any payment unless the arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the award, then the Refund Guarantor shall refund to the BUYER a Refund Guarantee for extent the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and arbitration award orders. Shipbuilding Contract For Construction of One 82,000 DWT Bulk Carrier (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st preHull No.YZJ2013-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.1144)

Refunds. (a) All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract CONTRACT is cancelled or rescinded or terminated by the BUYER, all in accordance with the specific terms of this Contract CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars 13 / 82 Shipbuilding Contract Hull No. H2854 the full amount of all sums already paid by the BUYER to the SELLER under this ContractCONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective payment date(sinstalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. . (b) As security to the BUYER and as a condition precedent to the of payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Articleinstalment, the SELLER SELLER, at its own cost, shall (i) deliver to the BUYER BUYER, a refund guarantee (securing refund of the 1’\ 2nd, 3’ct, 4th and 5th instalments of the Contract Price) (the “Refund Guarantee for the 1st instalment Guarantee”) to be issued by Bank of China or the Export-Import Bank of China, or ICBC Bank, or other bank acceptable to the Buyer. (hereinafter called the “Refund Guarantor”) in the People’s Republic of China in the form as per Exhibit “A” annexed hereto,. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay repay the 1st pre-delivery instalment until such evidence has been received or instalments paid by the BUYER. Further, as security to the BUYER and as a condition precedent to the BUYER’s right to demand payment of from the 2nd pre-delivery instalment payable Refund Guarantor, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Paragraphs 3 Article XIII hereof, the Refund Guarantor shall withhold and 4 of this Articledefer payment under the Refund Guarantee until the Final Award (or final judgment on appeal therefrom) between the SELLER and the BUYER is published or the SELLER and the BUYER enter into a Settlement Agreement. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award (or judgment on appeal therefrom) orders, or the Settlement Agreement requires, the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall (i) deliver refund to the BUYER a extent the Final Award orders. If the expiry date of the Refund Guarantee for Guarantees becomes earlier than the 2ndRelease Date (which is the Delivery Date plus the excessive delay period stipulated in Article VIII), 3rd and 4th instalments the expiry date of the Refund Guarantees shall be extended by at least such period corresponding to be issued by the SELLER’s Bank extension in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration time for delivery of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.VESSEL as aforesaid. 14 / 82 Shipbuilding Contract Hull No. H2854

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER(a) Purchaser shall, and shall cause its Affiliates to, hold in trust for the event benefit of Seller all refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax liability for other taxable periods) of any Taxes for which Purchaser is entitled to indemnification pursuant to this Contract is rescinded Agreement (“Seller’s Refunds”), and, within five (5) Business Days after receipt by Purchaser or any of its Affiliates of any such Seller’s Refund, Purchaser or its Affiliate, as applicable, shall pay over to Seller the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of such Seller’s Refund without right of set off or counterclaim. (b) Seller shall, and shall cause its Affiliates to, hold in trust for the benefit of Purchaser and its Affiliates all sums already refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax Liability for other taxable periods) of any Taxes for which Seller is entitled to indemnification pursuant to this Agreement (“Purchaser’s Refunds”) and, within five (5) Business Days of receipt by Seller or any of its Affiliates of any such Purchaser’s Refund, Seller or and its Affiliate, as applicable, shall pay over to Purchaser the BUYER amount of Purchaser’s Refund without right of set off or counterclaim. (c) Upon the request of Seller, Purchaser will file, or cause a Conveyed Entity or its Affiliate to file, claims for Seller’s Refunds, in such form as Seller may reasonably request; provided, however, that the SELLER under this Contractfiling of any such claim will not result in any prejudice to Purchaser or its Affiliates. Seller will have the sole right to prosecute any claims for Seller’s Refunds (by suit or otherwise) at Seller’s expense and with counsel of Seller’s choice. Purchaser will cooperate, together and cause the appropriate Conveyed Entity or Affiliate to cooperate, fully, at Seller’s expense, with interest Seller and its counsel in connection therewith. (d) Upon the request of Purchaser, Seller shall and shall cause its Affiliates to file, claims for Purchaser’s Refunds, in such form as Purchaser may reasonably request; provided, however, that the filing of any such claim will not result in any prejudice to Seller or its Affiliates. Purchaser will have the sole right to prosecute any claims for Purchaser’s Refunds (by suit or otherwise) at the rate set out Purchaser’s expense and with counsel of Purchaser’s choice. Seller will cooperate, and cause its Affiliates to cooperate, fully, at Purchaser’s expense, with Purchaser and its counsel in respective provision thereofconnection therewith. (e) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER Except as provided in this ArticleSections 7.7(a) and 7.7(b) hereof, any refunds of Taxes other than Seller’s Refunds and Purchaser’s Refunds will be the SELLER shall return to the BUYER all property of the BUYER's supplies payee of such refunds and no other Party or its Affiliates will have any right to such refunds. (f) To the extent reasonably requested by Seller, and within (30) days of such request, Purchaser and its Affiliates shall grant to Seller appropriate powers of attorney as stipulated in Article V which were not incorporated in the VESSEL and pay may reasonably be necessary to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERprosecute or defend its rights hereunder.

Refunds. All payments made Except to the extent resulting from the carryback of Tax attributes arising after the Closing Date (other than to the extent such attributes relate to the Transaction Deductions), refunds of Taxes with respect to any Pre-Closing Tax Period, including the Pre-Closing Tax Period portion of a Straddle Period, that are received by the BUYER Purchaser, the Company, or any Subsidiary after the Closing Date (any such refund, a “Pre- Closing Tax Refund”) shall be for the account of the Seller, the Minority Holders and the In The Money Optionholders (net of reasonable out of pocket expenses incurred by the Purchaser with respect to such refunds (excluding any expenses relating to filing Tax Returns that would legally be required to be filed regardless of whether such Tax Return showed a refund), and net of any Taxes incurred or that will be incurred by the Purchaser as a result of receiving such refunds), and the Purchaser shall pay over to the Seller, each of the Minority Holders and each of the In The Money Optionholders, in each case, their respective Pro Rata Share of, any such Pre-Closing Tax Refund within fifteen (15) days after the later of (A) the receipt thereof, and (B) the filing of all income Tax Returns with respect to the Company or any Subsidiary for the Pre-Closing Tax Period and for any Straddle Periods. The Purchaser shall use its commercially reasonable efforts to cooperate with the Seller in obtaining such refunds, it being understood that (i) the Purchaser, the Company, and any Subsidiary will carryback any net operating or non-capital losses for taxable periods ending on or before or including the Closing Date to prior taxable periods as allowable by applicable Tax Law and shall claim Tax refunds as a result of such carryback (including through the filing of amended Tax Returns), (ii) any such Pre-Closing Tax Refunds will be claimed in cash rather than as a credit against future Tax liabilities, (iii) a Pre-Closing Tax Refund with respect to the portion of a Straddle Period ending on and including the Closing Date shall be determined in accordance with Section 12.03 and the Purchaser shall pay over to the Seller, each of the Minority Holders and each of the In The Money Optionholders, in each case, their respective Pro Rata Share of the Pre-Closing Tax Refund for such period (including estimated Taxes paid prior to the delivery of Closing Date) within the VESSEL shall be time frame set forth in the nature first sentence of advance to the SELLERthis Section 12.02(a), and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(siv) to the date extent Pre-Closing Tax Refunds are reduced because of remittance by telegraphic transfer the inability to close the tax year of the Company or any Subsidiary on the Closing Date and there is a commensurate resulting reduction in the Taxes of the Company or any Subsidiary for such tax year, then the Purchaser shall pay over to the Seller, each of the Minority Holders and each of the In The Money Optionholders, in each case, their respective Pro Rata Share of the amount of such reduction within ten (10) days after the filing of the Tax Return for the applicable Straddle Period. Notwithstanding the foregoing, any refund of Income Taxes for a Pre- Closing Tax Period shall be for the account of the Purchaser and shall be retained by the Purchaser to the account specified by extent that the BUYER. If Purchaser has paid any Income Taxes of the SELLER is required to refund Company or any Subsidiary under Section 12.01(a) for the year ending December 31, 2017, year ending on the Closing Date, or for the portion of any Straddle Period ending on the Closing Date as determined under Section 12.03 (in each case, excluding any such payments that have otherwise reduced amounts payable to the BUYER the instalments paid by the BUYER to the SELLER as provided in this ArticleSeller, the SELLER shall return Minority Holders or the In the Money Optionholders pursuant to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERAgreement).

Refunds. All payments made To the extent any Tax is refunded (in cash or by way of a credit of Taxes in lieu of refund) to Sellers or their Affiliates or to Buyer or its Affiliates (including the BUYER Acquired Entities following the Closing) after the Closing Date, such refund shall be paid to Sellers or Buyer, respectively, based on whether Sellers, on one hand, or Buyer and its Affiliates (including the Acquired Entities), on the other hand, would be liable for such Tax under this Agreement if instead of being refunded it actually became due (provided that any refunds of Taxes reflected as a liability on the Closing Date Balance Sheet and taken into account in determining the Final Purchase Price shall be for the account of Sellers). Such amounts shall be paid to the party entitled thereto within thirty (30) days following receipt (or, in the case of a credit, following the end of the year in which such credit arises). Any refund of Taxes in respect of the Acquired Entities that is attributable to a Straddle Period shall be equitably apportioned between Buyer and Sellers in a manner consistent with the principles of Section 6.6 and this Section 6.7. By way of example and not limitation, if an Excluded Tax is refunded, Sellers shall be entitled to such refund. If any portion of any refund is subsequently disallowed, then amounts previously paid hereunder in respect thereof shall be promptly reimbursed to the paying party. Buyer shall cooperate, and shall cause each of the Acquired Entities to cooperate, with commercially reasonable requests by Sellers to pursue refunds of Taxes to which Sellers would be entitled under this Section 6.7 provided that, prior to pursuing any such refund, Sellers has agreed to reimburse Buyer and the delivery Acquired Entities for any Taxes resulting from the receipt of such refunds (and any Taxes thereon, net of the VESSEL shall be in the nature Tax benefit of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of paying such refund to the account specified by the BUYER. If the SELLER is required Sellers) and to refund reimburse Buyer for third-party out of pocket costs incurred to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until pursue such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERrefund.

Refunds. All payments made Any refunds received by Purchaser or the BUYER prior Company (or any successor to any of the foregoing) with respect to Taxes of the type for which Seller is responsible under this Agreement or otherwise (specifically including, without limiting the kind or scope, refunds, if any, from the current audits of FA&I, the Company and Humana) shall be for the account of Seller, and Purchaser shall pay over or cause to be paid over to Seller any such refund or the amount of any such benefit within ten (10) Business Days of the receipt thereof (in the case of such a refund) or entitlement thereto (in the case of such an entitlement). Purchaser shall, if Seller reasonably so requests, cause the relevant entity to file (including filing in Company, White Mountains, FA&I, FBM, FB&E & FADF or Purchaser or their affiliate's names, as appropriate) for any refunds, or equivalent amounts to which Seller is entitled under this Section 8.03. Purchaser shall permit Seller to control the prosecution of any such refund claim, and shall cause the relevant entity to authorize by appropriate power of attorney such persons as Seller shall designate to represent such entity with respect to such refund claim and Seller shall reimburse Purchaser for all its reasonable out-of-pocket expenses in connection therewith, provided that after good faith efforts to resolve any disputes, to the delivery extent there is any disputed issue with respect to the prosecution of any such refund claim, control of that issue shall be determined as if the refund claim were a Tax Return for the purposes of the VESSEL last sentence of Section 8.02(a). Seller shall pay over to Purchaser any refunds of Taxes for which Purchaser is responsible under Section 8.02(a) that may be received by Seller or any of its Affiliates (other than the Company). Notwithstanding anything herein to the contrary, to the extent any refund is attributable to the carryback of losses or credits arising in a taxable period beginning after the Closing Date (the claim for which refund shall be in the nature of advance to the SELLERprepared and pursued at Purchaser's expense), and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to shall be for the account specified by the BUYER. If the SELLER is required of and belong to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERPurchaser.

Refunds. All payments made by (a) After the BUYER prior Closing Date, Buyer shall have the right to the delivery elect in Buyer's sole discretion to conduct one (1) or more marketing campaigns or similar solicitations directed at some or all of the VESSEL "Inactive Associates" (as ------------------- defined below). Prior to conducting each such marketing campaign, Buyer shall consult with Seller in respect thereof, and give Seller a reasonable opportunity to review and comment upon the number of Inactive Associates to whom such marketing campaign shall be in addressed and the nature of advance to the SELLER, manner and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer context of such refund marketing campaign. After so consulting with Seller, if Buyer so elects to the account specified by the BUYER. If the SELLER is required conduct one (1) or more such marketing campaigns, Seller shall continue to refund be directly liable for all refunds, penalties, claims and expenses paid to the BUYER the instalments paid by the BUYER to the SELLER Inactive Associates except as provided in this ArticleSubsection 1.10(b)(i) below. (b) With respect to any refunds due and owing, or claimed to be due and owing, to "Inactive Associates" as defined below, whether such refunds are ------------------- due and owing or are claimed to be due and owing before or after the SELLER shall return Closing Date, subject to the BUYER provisions of subsection 3 below, Seller shall remain liable for and shall pay all of such refunds following the BUYER's supplies Closing Date except as stipulated provided in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall subparagraphs (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall below. (i) deliver if Buyer elects to conduct a marketing campaign or similar solicitation directly to the BUYER Inactive Associates as provided in subsection (a) above, then Buyer will be responsible for all refunds payable to such Inactive Associates who request refunds within a Refund Guarantee for ninety (90) day period following the 2nd, 3rd and 4th instalments to be issued commencement of such marketing campaign by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and Buyer. (ii) procure that the SELLER’s Bank shall provide if Buyer elects to make any Material Changes (as defined below) to the BUYER satisfactory evidence "Choicemall Website" (which shall mean Seller's Website with a URL ------------------ of registration of "▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇") as currently configured and such Material Changes have not been approved by Seller in advance, which approval shall not be unreasonably withheld, then Buyer shall be responsible for all refunds payable to such Inactive Associates who have requested refunds arising after the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.Closing Date

Refunds. All payments made Any refunds or credits of Income Taxes (including any interest thereon) received by the BUYER or credited to Rolodex PR attributable to (i) periods or portions of periods ending prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and Closing Date or (ii) procure the Section 338(h)(10) Election and any refunds or credits of Tollgate Taxes (including any interest thereon) received by or credited to Rolodex PR ("SELLER'S REFUNDS"), shall be for the benefit of Seller, and Seller shall have the sole right, at its expense, to pursue any Seller's Refunds (including filing amended returns and applying for competent authority or analogous relief) and Purchaser shall cause Rolodex PR to pay over to Seller any Seller's Refunds immediately upon receipt thereof; PROVIDED, HOWEVER, that any pre-paid tollgate taxes set forth on the SELLER’s Bank Pre-Closing Statement of Net Investment remaining after the Closing shall provide not be considered to be a Seller's Refund and shall be for the exclusive benefit of Rolodex PR and Purchaser. In the case of a Seller's Refund which is a credit to Rolodex PR, Rolodex PR shall pay such Seller's Refund to Seller immediately upon receipt of the benefit of such credit through a reduction in any Tax payment required to be made by Rolodex PR after the Closing. In addition, if the Income Taxes with respect to the BUYER satisfactory evidence pre-Closing portion of registration a Straddle Period of Rolodex PR are less than the relevant Refund Guarantee payments previously made (or deemed made) by Rolodex PR with SAFErespect to the pre-Closing portion of such Straddle Period, the BUYER having no obligation Purchaser shall cause Rolodex PR to pay to Seller the 1st pre-delivery instalment excess of such previous payments over such Income Taxes immediately upon Rolodex PR's receiving the benefit of such excess payments through a reduction in any Tax payment required to be made by Rolodex PR after the Closing. Notwithstanding the preceding three sentences, no payment to Seller shall be required of Rolodex PR in respect of Seller's Refunds until the aggregate amount of Seller's Refunds exceeds the aggregate amount of Deferred Income Taxes, and then payment shall be made only in the amount of such evidence has been received by the BUYERexcess. Further, as security The aggregate amount of any Seller's Refunds not paid to Seller shall offset on a dollar for dollar basis Seller's indemnity obligations under Section 9.1(a) with respect to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERDeferred Income Taxes.

Refunds. All payments made To the extent any Tax is refunded (in cash or by way of a credit of Taxes) to Seller or its Affiliates or to Buyer or its Affiliates (including the BUYER Acquired Entities following the Closing) after the Closing Date, such refund shall be paid to Seller or Buyer, respectively, based on whether Seller, on one hand, or Buyer and its Affiliates (including the Acquired Entities), on the other hand, would be liable for such Tax under this Agreement if instead of being refunded it actually became due (provided that any refunds of Taxes reflected as a liability on the Balance Sheet shall be for the account of Seller). Such amounts shall be paid to the party entitled thereto within thirty (30) days following receipt (or, in the case of a credit, following the end of the year in which such credit arises). Any refund of Taxes in respect of the Acquired Entities that is attributable to a Straddle Period shall be equitably apportioned between Buyer and Seller in a manner consistent with the principles of Section 6.6 and this Section 6.7. By way of example and not limitation, if an Excluded Tax is refunded, Seller shall be entitled to such refund. If any portion of any refund is subsequently disallowed, then amounts previously paid hereunder in respect thereof shall be promptly reimbursed to the paying party. Buyer shall cooperate, and shall cause each of the Acquired Entities to cooperate, with commercially reasonable requests by Seller to pursue refunds of Taxes to which Seller would be entitled under this Section 6.7 provided that, prior to pursuing any such refund, Seller has agreed to reimburse Buyer and the delivery Acquired Entities for any Taxes resulting from the receipt of such refunds (and any Taxes thereon, net of the VESSEL shall be in the nature Tax benefit of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of paying such refund to the account specified by the BUYER. If the SELLER is required Seller) and to refund reimburse Buyer for third-party out of pocket costs incurred to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until pursue such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERrefund.

Refunds. All payments made (1) If Payee shall become aware that it is entitled to receive a refund or credit from a Governmental Authority in respect of Indemnified Taxes, Other Taxes or any additional amounts for which such Payee has been indemnified by Borrower pursuant to this Section, or with respect to which any Credit Party has paid additional amounts pursuant to this Section, it shall promptly notify Borrower of the availability of such refund or credit; provided, that, no Payee shall be under any duty to inquire into or investigate the availability of any such refund or credit. Borrower may request that such Payee seek a refund of, or credit in respect of, such amounts, provided that Payee shall not be obligated to seek any such refund or credit until Borrower shall have (A) advanced to Payee such amounts as Payee shall reasonably determine to be sufficient to cover its costs and expenses in seeking such refund or claiming the benefit of such credit, and (B) undertaken, in such form as Payee shall reasonably determine to be appropriate to protect its interests, to fund any costs and expenses of Payee in excess of those covered by the BUYER prior advance described in (A). Within 30 days after receipt of a request by the Borrower and satisfaction of the foregoing conditions precedent, Payee shall make a claim to the delivery appropriate Governmental Authority for such refund or credit. (2) If as a result of the VESSEL claim for refund or credit described in (1) above or otherwise, Payee receives a refund or secures the application of a credit in respect of any Indemnified Taxes, Other Taxes or any other amounts as to which it has been indemnified by Borrower pursuant to this Section, or with respect to which any Credit Party has paid additional amounts pursuant to this Section, such Payee shall be in promptly notify Borrower of such refund or credit and shall, within thirty (30) days from the nature date of advance receipt of such refund or the application of such credit, pay over to Borrower (but only to the SELLERextent of indemnity payments made, and in the event or additional amounts paid, by Borrower or any Credit Party under this Contract is rescinded by the BUYER, all in accordance Section with the specific terms of this Contract permitting such rescission, the SELLER shall refund respect to the BUYER in United States Dollars Indemnified Taxes, Other Taxes or any other amounts giving rise to such refund or credit) the full excess, if any, of (A) the amount of all sums already such refund or credit (including any interest paid by the BUYER Governmental Authority with respect to such refund or credit), over (B) the sum of (i) all out-of-pocket expenses of such Payee in excess of any advances theretofore made by Borrower, plus (ii) any Taxes levied on or attributable to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance receipt by telegraphic transfer Payee of such refund or credit, such that, after making any payment to the account specified Borrower required by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this ArticleSection 2.20(h), the SELLER Payee shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL have received and pay to the BUYER retained an amount equal to the cost Make-Whole Amount; provided, that, Borrower, upon the request of such Payee agrees to repay any amount paid over to Borrower (plus penalties, interest or other charges due to the BUYER of those supplies that were incorporated into Governmental Authority in connection therewith) to such Payee in the VESSEL. As security event such Payee is required to repay such refund to such Governmental Authority or is disallowed the BUYER and as a condition precedent to the payment benefit of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERclaimed credit.

Refunds. All payments made If Seller determines that the Company or any of its Subsidiaries is entitled to file or make a formal or informal claim for refund or an amended Tax Return providing for a refund with respect to a Pre-Closing Tax Period, a Straddle Tax Period or any period for which the Company or any of its Subsidiaries is included in a consolidated, combined, unitary, affiliated or other similar Tax Return with Seller or any Affiliate of Seller, Buyer, at Seller’s request and expense, will be entitled to file or make such claim or amended Tax Return on behalf of the Company or such Subsidiary and will be entitled to control the prosecution of such refund claims, subject to this Section 8.3. At the request of Seller, Buyer shall reasonably cooperate with Seller in obtaining any such refunds for which Seller is entitled pursuant to this Section 8.3, including through the filing of amended Tax Returns or refund claims as prepared by Seller, at the BUYER expense of Seller; provided, however, that if any such amended Tax Return shall be prepared by Seller, Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to Buyer for its review prior to the delivery time such amended Tax Return may be filed; and provided, further, that Buyer shall not be required to cooperate with Seller in obtaining such refunds (or notwithstanding anything to the contrary contained herein, consent to the filing of such amended Tax Return) if such refund would reasonably be expected to materially adversely affect Buyer or any of its Subsidiaries in any Straddle Tax Period or Post-Closing Tax Period. Whether or not Seller made or filed the applicable underlying claim or amended Tax Return on behalf of the VESSEL shall be Company or such Subsidiary as hereinabove contemplated, Buyer will, in any case, pay to Seller the nature of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid any refund of Taxes and interest thereon received by, or credited against the Tax liability of, Buyer, any Affiliate of Buyer or the Company or such Subsidiary with respect to a Pre-Closing Tax Period (including the portion of any Straddle Tax Period ending on the Closing Date) within ten (10) Business Days after receipt thereof or entitlement thereto by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision Buyer or any Affiliate thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.

Refunds. All payments made Any Tax refund (including any interest with respect thereto) relating to the Company or any Subsidiary for any taxable period through June 30, 1999 (except for any refund included on the Reference Balance Sheet, which shall be the property of the Purchaser, and if paid to any of the Sellers, shall be paid over promptly to the Purchaser) shall be the property of the Sellers, and if received by the BUYER prior Purchaser or the Company or any Subsidiary shall be paid over promptly to the delivery Sellers. Notwithstanding the foregoing sentence: (i) any Tax refund (or equivalent benefit to the Sellers through a reduction in Tax liability) for a period before the Closing Date arising out of the VESSEL carryback of a loss or credit incurred by the Company or any Subsidiary in a taxable year ending after the Closing Date shall be in the nature property of advance the Purchaser and, if received by the Sellers, shall be paid over promptly to the SELLERPurchaser; and (ii) if, and to the extent that, as of such time, if any, as the Purchaser shall receive a refund that would be the property of the Sellers and payable to the Sellers under the immediately preceding sentence, Taxes have been asserted in the event this Contract is rescinded writing that would be required to be indemnified by the BUYERSellers hereunder, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer or part of such refund up to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to 120% of such asserted Taxes shall, at the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment option of the 1st pre-delivery instalment payable Purchaser, be withheld by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this ArticlePurchaser from such refund or, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment if necessary, Subsequent Payments remaining to be issued by paid for satisfaction of any amounts indemnifiable under this Article VI which have been asserted or subsequently are asserted, until the SELLER’s Bank time set forth in the form annexed hereto as Exhibit "A” and clause (ii) procure that of Section 6.05 of this Agreement with respect to any such asserted amounts (or, if earlier, expiration of the SELLER’s Bank applicable statute of limitations), at which time, subject to any other rights of the Purchaser to withhold amounts from the Subsequent Payments pursuant to this Agreement, any balance remaining from such refund or withheld Subsequent Payment after payment of any claims shall provide be paid to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERSellers.

Refunds. All payments made Any Tax refunds (or credits for overpayments in lieu thereof) of the Acquired Companies that are received by the BUYER Buyer or the Acquired Companies that relate to Pre-Closing Tax Periods shall be for the account of the Sellers, and the Buyer shall pay over to the Sellers’ Representative (on behalf of the Sellers) any such refund or the amount of any such credit (net of any Tax costs and third-party expenses of the Buyer or the Acquired Companies or any of their Affiliates attributable to such refund or credit) within 10 Business Days after receipt or entitlement thereto, but only if and to the extent that such refunds or credits: (i) have not been included in the determination of the Closing Payment Amount, as finally determined; (ii) relate to Taxes as to which the Sellers’ Representative acknowledges in writing on behalf of the Sellers that the Buyer is entitled to full indemnification therefor from the Sellers pursuant to this Agreement; (iii) do not give rise to a payment obligation by an Acquired Company to any Person under applicable Laws or pursuant to a provision of a Contract or other agreement entered (or assumed) by the Buyer or such Acquired Company on or prior to the delivery Closing Date; (iv) do not arise as a result of a carryback of a loss or other Tax benefit from a taxable period (or portion thereof) beginning after the VESSEL shall be Closing Date; and (v) exceed the net Tax costs and other third-party expenses incurred by the Buyer or the Acquired Companies or any of their Affiliates in connection with the nature of advance application for, or receipt of, such refunds or credits and the Taxes (including withholding or payroll Taxes, if any) that are imposed on or with respect to the SELLER, and in payment pursuant to this Section 9.05 to the event this Contract is rescinded Sellers. If any such Tax refunds are required to be repaid by the BUYERBuyer or the Acquired Companies or any of their Affiliates to the relevant Taxing Authority, all in accordance with or any such amounts credited are reversed by the specific terms of this Contract permitting such rescissionrelevant Taxing Authority, the SELLER Sellers shall refund pay over to the BUYER in United States Dollars the full Buyer any such amount of all sums already paid by the BUYER to the SELLER under this Contract(including any penalties, together interests and additional amounts assessed with interest (at the rate set out in respective provision thereofrespect thereto) from the respective payment date(s) to the date of remittance by telegraphic transfer of within ten Business Days after such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until repaid or such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERamounts credited are reversed.

Refunds. All payments made Any refunds of Taxes, plus, for the avoidance of doubt, any interest attributable thereto, that are received by the BUYER prior Buyer (or its Affiliates) or the Sold Companies or Sold Subsidiaries that are Pre-Closing Taxes (any such refund for a Straddle Period to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all allocated in accordance with the specific terms principles of this Contract permitting such rescissionSection 9.4(e)) shall be for the sole account of the Company, and the SELLER Buyer shall refund pay (or cause to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(sbe paid) to the date Company (in immediately available funds denominated in dollars) any such refund net of remittance by telegraphic transfer any Taxes imposed on the Buyer in respect of receipt or accrual of such refund and net of any reasonable out-of-pocket expenses associated with obtaining such refund; provided, however, that this Section 9.4(g) shall not apply to the extent such refund was taken into account specified by in determining the BUYERFinal Working Capital. If The Buyer shall be entitled to any refunds of Taxes of the SELLER Sold Companies or Sold Subsidiaries other than refunds to which the Company is required to refund entitled pursuant to the BUYER the instalments paid by the BUYER to the SELLER as provided in preceding sentence. For purposes of this ArticleSection 9.4(g), the SELLER Sold Company or Sold Subsidiary shall return be deemed to the BUYER all have received a refund of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall Taxes (i) deliver if, and then only to the BUYER a Refund Guarantee for the 1st instalment extent, that such refund offsets or reduces Taxes relating to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” any Post-Closing Tax Period or Post-Closing Straddle Period and (ii) procure at the time a Tax Return is filed on which such refund is actually applied against amounts otherwise payable. The Buyer shall, and shall cause the Sold Companies and the Sold Subsidiaries to, cooperate with the Company in obtaining refunds of the Sold Companies and the Sold Subsidiaries relating to Pre-Closing Tax Periods and Pre-Closing Straddle Periods (including through amendment of Tax Returns); provided, however, that the SELLER’s Bank Buyer shall provide not be required to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank take any action that could in the form annexed hereto as Exhibit "B” and Buyer’s reasonable determination have a material adverse impact on the Buyer or any of its Affiliates (iiincluding any Sold Company or Sold Subsidiary) procure that after the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERClosing.

Refunds. All payments made Seller shall be entitled to the amount of any refund of Taxes of any Company Group Member with respect to a Pre-Closing Tax Period (to the extent such Taxes were paid by the BUYER Seller and its Affiliates, including any Company Group Member, prior to the delivery Closing, or by Seller and its Affiliates under Section 6.8(c) after the Closing or were specifically included as a liability in Company Indebtedness or Net Working Capital in the Final Closing Statement), which refund is actually recognized by Buyer or its Subsidiaries (including any Company Group Member) after the Closing, net of any Taxes or other costs to Buyer and its Affiliates attributable to the obtaining and receipt of such refund, except to the extent such refund arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date, or such refund was included as an asset in the calculation of Net Working Capital, as finally determined pursuant to Section 2.6. Buyer shall pay, or cause to be paid, to Seller any amount to which Seller is entitled pursuant to the prior sentence within 15 Business Days of the VESSEL shall be receipt of the applicable refund by Buyer or its Subsidiaries. To the extent reasonably requested by Seller in the nature of advance to the SELLERwriting, and Buyer will, at Seller’s expense, reasonably cooperate with Seller in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of obtaining such refund to the account specified extent permitted by applicable Law, including through the BUYERfiling of amended Tax Returns for periods ending before or on the Closing Date or refund claims. If Buyer may request that Seller provide reasonable documentation in support of such refund request under this Section 6.8(l). To the SELLER extent such refund is subsequently disallowed or required to refund be returned to the BUYER applicable Governmental Entity, Seller agrees to promptly repay the instalments paid amount of such refund, together with any interest, penalties or other additional amounts imposed by such Governmental Entity, to Buyer. The parties hereto acknowledge and agree that Buyer and its Affiliates (including any Company Group Member) shall have the BUYER right to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL set off and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to withhold from the payment of any amount payable under this Section 6.8(l) the 1st pre-delivery instalment payable by the BUYER after the date amount of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (iany Taxes for which Seller is obligated to pay pursuant to Section 6.8(c) deliver or Section 6.8(h). Notwithstanding anything to the BUYER a Refund Guarantee for contrary in this Agreement, Seller’s right to any refund of Taxes under this Section 6.8(l) shall expire at the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration conclusion of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, survival period for indemnification claims as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER set forth in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERSection 6.8(h).

Refunds. (a) In the event of a failure to complete the Issue in accordance with Clauses 3.2.4(a) and/or 3.2.5 of this Agreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of written joint instructions from the Company and the Lead Managers, in the form provided in Annexure E, the Banker to the Issue shall forthwith transfer the Issue Amount lying to the credit of the Allotment Account to the Refund Account and the Refund Bank shall make payments in accordance with Applicable Law. All payments refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the benefit of the Beneficiaries without any right or lien thereon. (b) In accordance with the procedure set out in the Letter of Offer, the Company, the Lead Managers and the Registrar shall at any time on or after the Transfer Date, in the form provided in Annexure I hereto provide the Escrow Collection Bank, with joint instructions for the Surplus Amount, lying to the credit of the Escrow Account, if any, to be transferred to the Refund Account. Further, on or before the Transfer Date, the Registrar (with a copy to the Lead Managers and the Company) shall also provide the Refund Bank with details of the Applicants to whom refunds have to be made from the Refund Account in the form provided in Annexure J hereto. (c) The Escrow Collection Bank agrees that it shall immediately and in any event no later than one Business Day of receipt of instruction as per Clause 3.2.7(b), transfer the Surplus Amount to the Refund Account, with notice to the Company, the Lead Managers and the Registrar. The Refund Bank shall immediately and in any event no later than one Business Day of the receipt of instruction as per Clause 3.2.7(b), issue refund instructions to the electronic clearing house, with notice to the Lead Managers, the Company and the Registrar. (d) The refunds pertaining to amounts in the Refund Account shall be made by the BUYER prior Refund Bank to the delivery of the VESSEL shall be respective Applicants in the nature of advance to the SELLER, accordance with and in the event this Contract is rescinded manner provided in the Letter of Offer. (e) Any returns/rejects from NACH/NEFT/RTGS/Direct Credit will be refunded by way of demand drafts by the BUYER, all Refund Bank. The Refund Bank for such refunds will act in accordance with the specific instructions of the Registrar for issuances of these instruments. (f) Online validation at the point of payment by the Refund Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the Refund Bank. The Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the aforesaid changes to the Refund Bank and the Refund Bank disclaims all liabilities for effecting a payment as per the Masters in their possession. The Refund Bank shall be responsible for reconciliation of the Refund Account with the Masters provided by the Registrar and the Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as desired by the Registrar, the Lead Managers and/or the Company. Any inconsistencies observed by the Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar, the Company and the Lead Managers, prior to dispatch of refund. (g) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment advice / refund intimation or other permissible means to communicate allotment and refund details in a timely manner. (h) The Refund Bank reserves the right to not dispatch the refund, if they are not mentioned in the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (i) The Refund Bank shall comply with the terms of this Contract permitting such rescissionAgreement, the SELLER shall refund to the BUYER in United States Dollars the full amount Letter of Offer and all sums already paid by the BUYER to the SELLER under this ContractApplicable Laws, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be directives or instructions issued by the SELLER’s Bank in Company, the form annexed hereto as Exhibit "A” Lead Managers and (ii) procure that the SELLER’s Bank shall provide Registrar to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee Issue, in connection with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and its responsibilities as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERBank.

Refunds. All payments made The Buyer shall promptly notify the Seller of and pay (or cause to be paid) to the Seller (a) any refund of Taxes paid by the BUYER Company for any Pre-Closing Period actually received by the Company, exclusive of any refund amounts that are the result of the repeal or change to any Code section whereby qualifying CIAC or Advances are retroactively not recognized as taxable income, (b) a portion of any refund of Taxes paid by the Company for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 16(d) hereof) actually received by the Company. The Buyer shall pay (or cause to be paid) the amounts described in the first sentence of this Section 16(f) within 30 days after the actual receipt of the Tax refund giving rise to the Buyer’s obligation to make payment hereunder with respect thereto. At the Seller’s request, the Buyer shall reasonably cooperate with the Seller in obtaining any such refunds for which the Seller is entitled pursuant to this Section 16(f), including through the filing of amended Tax Returns or refund claims as prepared by the Seller, at the Seller’s expense; provided, however, that any such amended Tax Return shall be prepared by the Seller, the Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to the Buyer for its review prior to the delivery time such amended Tax Return may be filed and any such amended Tax Return shall be subject to the consent of the VESSEL Buyer, which consent shall not be in the nature of advance to the SELLERunreasonably withheld, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERconditioned or delayed.

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and . All bank charges in relation to such payments shall be for the account of the BUYER. In the event the VESSEL is rejected by the BUYER after the sea trials or this Contract is rescinded or cancelled by the BUYER, all BUYER in accordance with the specific terms of this Contract permitting such rescissionrescission or cancellation, the SELLER shall refund to the BUYER in United States Dollars EURO the full amount of all sums already paid by the BUYER to the SELLER under this Contract, Contract together with interest (at thereon or without interest, as the rate set out case may be in respective provision thereof) from accordance with the respective payment date(s) to the date terms of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSELContract. As security to the BUYER the SELLER shall provide the BUYER in respect of each instalment of the Contract Price with a Bank Guarantee issued by a first class bank acceptable in all respects to BUYER’S bank and as the BUYER for the 1st, 2nd, 3rd, and 4th instalments respectively. Such Bank Guarantee will guarantee the SELLER’S obligation for refunding to the BUYER instalments of 1st, 2nd, 3rd, and 4th already received by the SELLER, through SELLER’S finance bank, when any such instalment becomes refundable to the BUYER, in accordance with the terms of this Contract. BUYER’S acceptance of the identity of the bank and the form and wording of the Bank Guarantees, which to be provided by the SELLER pursuant to this Article III.6, shall be a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 becoming effective. The issuance and 4 of this Article, the SELLER shall (i) deliver delivery to the BUYER of the relevant Bank Guarantee will be a Refund Guarantee for pre-condition to the 1st instalment to BUYER’s relevant payment obligation becoming effective. If it will be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure requested that the SELLER’s ’S Bank Guarantee shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFEbe re -guaranteed by a third bank, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee will be for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence cost of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER(a) Purchaser shall, and shall cause its Affiliates to, hold in trust for the event benefit of Sellers all refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax liability for other taxable periods) of any Taxes for which Purchaser is entitled to indemnification pursuant to this Contract is rescinded Agreement (“Sellers’ Refunds”), and, within five (5) Business Days after receipt by Purchaser or any of its Affiliates of any such Sellers’ Refund, Purchaser or its Affiliate, as applicable, shall pay over to Sellers the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of such Sellers’ Refund without right of set off or counterclaim. (b) Sellers shall, and shall cause their Affiliates to, hold in trust for the benefit of Purchaser and its Affiliates all sums already refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax Liability for other taxable periods) of any Taxes for which Sellers are entitled to indemnification pursuant to this Agreement (“Purchaser’s Refunds”) and, within five (5) Business Days of receipt by Sellers or any of their Affiliates of any such Purchaser’s Refund, Sellers or and their Affiliate, as applicable, shall pay over to Purchaser the BUYER amount of Purchaser’s Refund without right of set off or counterclaim. (c) Upon the request of Sellers, Purchaser will file, or cause a Conveyed Company or its Affiliate to file, claims for Sellers’ Refunds, in such form as Sellers may reasonably request; provided, however, that the SELLER under this Contractfiling of any such claim will not result in any prejudice to Purchaser or its Affiliates. Sellers will have the sole right to prosecute any claims for Sellers’ Refunds (by suit or otherwise) at Sellers’ expense and with counsel of Sellers’ choice. Purchaser will cooperate, together and cause the appropriate Conveyed Company or Affiliate to cooperate, fully, at Sellers’ expense, with interest Sellers and their counsel in connection therewith. (d) Upon the request of Purchaser, Sellers shall and shall cause their Affiliates to file, claims for Purchaser’s Refunds, in such form as Purchaser may reasonably request; provided, however, that the filing of any such claim will not result in any prejudice to Sellers or their Affiliates. Purchaser will have the sole right to prosecute any claims for Purchasers’ Refunds (by suit or otherwise) at the rate set out Purchaser’s expense and with counsel of Purchaser’s choice. Sellers will cooperate, and cause their Affiliates to cooperate, fully, at Purchaser’s expense, with Purchaser and its counsel in respective provision thereofconnection therewith. (e) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER Except as provided in this ArticleSections 8.7(a) and 8.7(b) hereof, any refunds, of Taxes other than Sellers’ Refunds and Purchaser’s Refunds will be the SELLER shall return to the BUYER all property of the BUYER's supplies payee of such refunds and no other party to this Agreement or its Affiliates will have any right to such refunds. (f) To the extent reasonably requested by a Seller, and within (30) days of such request, Purchaser and its Affiliates shall grant to such Seller appropriate powers of attorney as stipulated in Article V which were not incorporated in the VESSEL and pay may reasonably be necessary to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERprosecute or defend its rights hereunder.

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded or cancelled by the BUYER, all BUYER in accordance with the specific terms of Date: 13/63 Shipbuilding Contract Hull No. this Contract permitting such rescissionrescission or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereofhereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery first instalment payable by and as security to the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this ArticleBUYER, the SELLER shall (i) deliver to the BUYER BUYER, within twenty (20) Business Days after the signing of this Contract, a Refund Guarantee covering the SELLER’s obligation for repayment of the 1st instalment and 2nd and 3rd instalments plus interest if any as aforesaid to be issued by the (“Refund Guarantor”) in substantially similar form and tenor to the form as per Exhibit “A” annexed hereto. All expenses in issuing the letter of guarantee described in this paragraph shall be borne by the SELLER’s Bank . However, in the form annexed hereto as Exhibit "A” event of any dispute between the SELLER and (ii) procure that the BUYER with regard to the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay repay the 1st pre-delivery instalment until such evidence has been received or instalments paid by the BUYER. Further, as security to the BUYER and as a condition precedent to the BUYER’S right to demand payment of from the 2nd pre-delivery instalment payable Refund Guarantor, under the Refund Guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Paragraphs 3 and 4 of this ArticleArticle XIII hereof, the Refund Guarantor shall withhold and defer payment until such arbitration between the SELLER and the BUYER is finally determined. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the arbitration award orders the SELLER to make repayment of all or any part of the instalments hereunder. If the SELLER fails to honour any award or judgement relating to a dispute of the nature referred to above within Eight (i8) Business Days of such final award or judgement, then the Refund Guarantor shall refund the relevant instalment or instalments (or part thereof) deliver to the BUYER a Refund Guarantee for extent the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERarbitration award orders.

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded or cancelled by the BUYER, all in accordance with the specific terms of this Contract permitting such rescissionrescission or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereofof five percent (5%) per annum) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If As security to the BUYER, the SELLER is required shall deliver to refund the BUYER, prior to the BUYER’s arrangement of the remittance of the 1st instalment , an irrevocable Refund Guarantee for the 1stinstalment plus interest at the rate of five percent (5%) per annum in a form acceptable to the BUYER and BUYER’s Bank which shall be annexed to this Contract as per Exhibit "A" which shall be issued by a first class Chinese bank (hereinafter called the instalments “Refund Guarantor”) acceptable to the BUYER and the BUYER’s bank. within forty five (45) days after final mutual agreement on the form and substance of such Refund Guarantee. However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER's obligation to repay the installment or installments paid by the BUYER and to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in right to demand payment from the VESSEL Refund Guarantor, under its guarantee, and pay to such dispute is submitted either by the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable SELLER or by the BUYER after the date of this Contract for arbitration in accordance with Paragraphs 3 and 4 of this ArticleArticle XIII hereof, the Refund Guarantor shall withhold and defer payment until the arbitration award between the SELLER and the BUYER is published. The Refund Guarantor shall (i) deliver not be obligated to make any payment unless the arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the award, then the Refund Guarantor shall refund to the BUYER a Refund Guarantee for extent the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and arbitration award orders. Shipbuilding Contract For Construction of One 82,000 DWT Bulk Carrier (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st preHull No.YZJ2013-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.1145)

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER(a) Purchaser shall, and shall cause its Affiliates to, hold in trust for the event benefit of Seller all refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax liability for other taxable periods) of any Taxes for which Purchaser is entitled to indemnification pursuant to this Contract is rescinded Agreement (“Seller’s Refunds”), and, within five (5) Business Days after receipt by Purchaser or any of its Affiliates of any such Seller’s Refund, Purchaser or its Affiliate, as applicable, shall pay over to Seller the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of such Seller’s Refund without right of set off or counterclaim. (b) Seller shall, and shall cause its Affiliates to, hold in trust for the benefit of Purchaser and its Affiliates all sums already refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax liability for other taxable periods) of any Taxes for which Seller is entitled to indemnification pursuant to this Agreement (“Purchaser’s Refunds”) and, within five (5) Business Days of receipt by Seller or any of its Affiliates of any such Purchaser’s Refund, Seller or and its Affiliate, as applicable, shall pay over to Purchaser the BUYER amount of Purchaser’s Refund without right of set off or counterclaim. (c) Upon the request of Seller, Purchaser will file, or cause a Conveyed Company or its Affiliate to file, claims for Seller’s Refunds, in such form as Seller may reasonably request; provided, however, that the SELLER under this Contractfiling of any such claim will not result in any prejudice to Purchaser or its Affiliates. Seller will have the sole right to prosecute any claims for Seller’s Refunds (by suit or otherwise) at Seller’s expense and with counsel of Seller’s choice. Purchaser will cooperate, together and cause the appropriate Conveyed Company or Affiliate to cooperate, fully, at Seller’s expense, with interest Seller and its counsel in connection therewith. (d) Upon the request of Purchaser, Seller shall and shall cause its Affiliates to file, claims for Purchaser’s Refunds, in such form as Purchaser may reasonably request; provided, however, that the filing of any such claim will not result in any prejudice to Seller or its Affiliates. Purchaser will have the sole right to prosecute any claims for Purchaser’s Refunds (by suit or otherwise) at the rate set out Purchaser’s expense and with counsel of Purchaser’s choice. Seller will cooperate, and cause its Affiliates to cooperate, fully, at Purchaser’s expense, with Purchaser and its counsel in respective provision thereofconnection therewith. (e) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER Except as provided in this ArticleSections ‎7.7(a) and ‎7.7(b) hereof, any refunds of Taxes other than Seller’s Refunds and Purchaser’s Refunds will be the SELLER shall return to the BUYER all property of the BUYER's supplies payee of such refunds and no other Party nor any of its Affiliates will have any right to such refunds. (f) To the extent reasonably requested by Seller, and within (30) days of such request, Purchaser and its Affiliates shall grant to Seller appropriate powers of attorney as stipulated in Article V which were not incorporated in the VESSEL and pay may reasonably be necessary to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERprosecute or defend its rights hereunder.

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded or cancelled by the BUYER, all in accordance with the specific terms of this Contract permitting such rescissionrescission or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with any interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective payment date(sinstallment(s) to the date of remittance by telegraphic transfer of such refund by the SELLER to the account specified by the BUYER. If As security to the BUYER, the SELLER is required shall deliver to refund the BUYER, within sixty (60) calendar days after signing of the Contract, a Refund Guarantee to be issued by Bank of China Ltd., Beijing Branch, or any other Chinese Bank, securing the SELLER’s obligation for refunding to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article1st, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments received by the SELLER through SELLER’s bank in the form as per Exhibit "A" annexed hereto. If the Refund Guarantee is issued by any other Chinese Bank, it should be a bank that is acceptable to the BUYER. The Refund Guarantee shall be issued by SWIFT. However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER's obligation to repay the installment or installments paid by the BUYER and to the BUYER's right to demand payment from the SELLER’s Bank bank, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in the form annexed hereto as Exhibit "B” and (ii) procure that accordance with Article XIII hereof, the SELLER’s Bank bank shall provide withhold and defer payment until the arbitration award between the SELLER and the BUYER is notified to SELLER’s bank. The SELLER’s bank shall not be obligated to make any payment unless the arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the award, then the SELLER’s bank shall refund to the BUYER satisfactory evidence of registration of extent the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERfinal arbitration award orders.

Refunds. All The payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance advances to the SELLER, and in the event this Contract is rescinded or cancelled by the BUYER, all BUYER in accordance with the specific terms of this Contract permitting such rescissionrescission or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) dates such sums were received by the SELLER to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this ArticleBUYER, the SELLER shall (i) deliver to the BUYER BUYER, as soon as possible after the signing of this Contract, a Refund Guarantee for the 1st instalment to be issued by (hereinafter referred to as the Seller’s Bank), in the form as per Exhibit “B” annexed hereto. The confirmation for SAFE registration from the refund guarantor shall be provided within two months after issuance of the refund guarantee. However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay repay the 1st pre-delivery instalment until such evidence has been received installment or installments paid by the BUYER. Further, as security to the BUYER and as a condition precedent to the BUYER’S right to demand payment of from the 2nd pre-delivery instalment payable Seller’s Bank, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Paragraphs 3 and 4 of this ArticleArticle 13 hereof, the SELLER’S BANK shall withhold and defer payment until the arbitration award between the SELLER and the BUYER is published. The SELLER’S BANK shall (i) deliver not be obligated to make any payment unless the arbitration award orders the SELLER to make repayment. If the SELLER fails to honor the award or judgment, then the SELLER’S BANK shall refund to the BUYER a Refund Guarantee for extent the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERarbitration award. Shipbuilding Contract Hull No.

Refunds. All payments made by Sellers shall be entitled to retain, or receive payment from Buyer within fifteen (15) days of the BUYER receipt of any Tax refunds or credits relating to a Taxpayer that were paid with respect to (i) all taxable periods ending on or prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” Closing Date and (ii) procure Pre-Closing Partial Periods, for that portion of such taxable period up to and including the SELLER’s Bank shall provide Closing Date except in each case to the BUYER satisfactory evidence extent such refund or credit arises as the result of registration a carryback of a loss, credit other tax benefit arising after the Closing Date. Buyer shall, if Sellers' Representative so requests and at Sellers' Representative's expense, cause a Taxpayer to file for and obtain any refund to which Sellers is entitled to under this Section 5.17(b), provided that Sellers' Representative shall not file, and Buyer shall not be obligated to file, to obtain any refund that would have the effect of (x) increasing any Tax liability of a Taxpayer or (y) otherwise materially and adversely affect any item or Tax attribute of a Taxpayer, in each case for any taxable period ending after the Closing Date, without Sellers' Representative first obtaining Buyer's consent, which consent shall not be unreasonably withheld. Buyer shall permit Sellers' Representative to control (at the Sellers' Representative's expense) the prosecution of such refund claim, and shall cause powers of attorney authorizing Sellers' Representative to represent a Taxpayer before the relevant Refund Guarantee taxing authority with SAFErespect to such refund to be executed, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall provided that Sellers' Representative (i) deliver to shall keep Buyer informed regarding the BUYER a Refund Guarantee for the 2nd, 3rd progress and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” substantive aspect of any such refund and (ii) procure shall not compromise or settle any such refund without obtaining Buyer's consent, which consent shall not be unreasonably withheld, if such compromise or settlement would have the effect of (x) increasing any Tax liability of a Taxpayer or (y) otherwise materially and adversely affect any item or Tax attribute of a Taxpayer, in each case for any taxable period ending after the Closing Date. In the event that any refund or credit of Taxes for which a payment has been made pursuant to this section 5.17(b) is subsequently reduced or disallowed, the SELLER’s Bank Sellers shall provide to the BUYER satisfactory evidence of registration indemnify and hold Buyer harmless for any Taxes assessed against Buyer or a Taxpayer by reason of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERreduction or disallowance.

Refunds. All payments instalments made by the BUYER to the SELLER prior to the delivery Delivery of the VESSEL shall be to the BUYER are in the nature of advance to the SELLERadvances and, and in the event this Contract is rescinded or cancelled by the BUYER, BUYER all in accordance with the specific terms of this Contract permitting such rescissionrescission or cancellation, shall be refunded by the SELLER shall refund to the BUYER in United States Dollars in the full amount of all sums already paid by the BUYER to the SELLER has received under this Contract, together with interest (at the rate set out in respective provision thereofhereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER BUYER, the SELLER shall, prior to and as a condition precedent to of the payment by the BUYER of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this ArticleInstalment, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to covering 1st, 2nd, and 3rd instalments. The Refund Guarantee shall be issued by the SELLER’s Bank bank in the People’s Republic of China in the form as per Exhibit “B” annexed hereto as Exhibit "A” hereto. The cost for issuing and (ii) procure that maintain the Refund Guarantee shall be for the SELLER’s Bank shall provide account. However, in the event of any dispute between the SELLER and the BUYER with regard to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no SELLER’s obligation to pay repay the 1st pre-delivery instalment until such evidence has been received or instalments paid by the BUYER. Further, as security to the BUYER and as a condition precedent to the BUYER’s right to demand payment of from SELLER’s bank under its guarantee, and such dispute is submitted either by the 2nd pre-delivery instalment payable SELLER or by the BUYER for arbitration in accordance with Paragraphs 3 ARTICLE XIII hereof, SELLER’s bank shall withhold and 4 of this Article, defer payment until the arbitration award between the SELLER and the BUYER is published. SELLER’s bank shall (i) deliver not be obligated to make any payment unless the arbitration award orders the Date: 13th November, 2013 SELLER to make repayment. If the SELLER fails to honour the award, then SELLER’s bank shall refund to the BUYER a Refund Guarantee for extent the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERarbitration award orders.

Refunds. (a) The entire process of refunds through electronic clearance shall be completed within time prescribed by the SEBI and Stock Exchange in this regard. Subject to the provisions of this Agreement, it is agreed that in the event the Refund Bank does not comply with the refund instructions issued by the Registrar and the Lead Manager, it shall be liable to pay the interest at 15% (Fifteen per cent) per annum on the amount liable to be refunded for every such day of delay, provided that all the Parties agree that on the payment of such interest amount, the Refund Bank shall, subject to applicable statutory / regulatory requirements including the requirements of the SEBI ICDR Regulations, stand absolved of all or any other liability that may arise due to such non-compliance with the refund instructions issued by the Registrar and the Lead Manager. (b) In the event of a failure to complete the Issue in accordance with Clauses 3.1.2 and/or 3.3 of this Agreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of joint written instructions from the Lead Manager and the Registrar, in the form provided in Annexure E, the Banker to the Issue shall forthwith transfer the amounts lying credit of the Allotment Account to the Refund Account and the Refund Bank shall make payments in accordance with Applicable Law. All payments refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the benefit of the Beneficiaries without any right or lien thereon. (c) The refunds pertaining to amounts in the Refund Account shall be made by the BUYER prior Refund Bank to the delivery of the VESSEL shall be respective Applicants in the nature of advance to the SELLER, accordance with and in the event this Contract is rescinded manner provided in the Letter of Offer. (d) Any returns/rejects from NACH/NEFT/RTGS/Direct Credit will be refunded by way of demand drafts / direct transfers by the BUYER, all Refund Bank. The Refund Bank for such refunds will act in accordance with the specific instructions of the Registrar for issuances of these instruments. (e) Online validation at the point of payment by the Refund Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the Refund Bank. The refund warrants shall be paid after validating the cheque / demand draft number, warrant number and amount with the Master provided to the Bankers to the Issue and after ensuring that the refund warrants have not been materially altered in any manner whatsoever. The Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the aforesaid changes to the Refund Bank and the Refund Bank disclaims all liabilities for effecting a payment as per the Masters in their possession. The Refund Bank shall be responsible for reconciliation of the Refund Account with the Masters provided by the Registrar and the Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as desired by the Registrar, the Lead Manager and/or the Company. Any inconsistencies observed by the Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar, the Company and the Lead Manager, prior to dispatch of refund. (f) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment Advice / refund intimation or other permissible means to communication allotment and refund details in a timely manner. (g) The Refund Bank reserves the right to not dispatch the refund, if they are not mentioned in the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (h) The Refund Bank shall comply with the terms of this Contract permitting such rescissionAgreement, the SELLER shall refund Letter of Offer and all Applicable Laws, directives or instructions issued by the Lead Manager and the Registrar to the BUYER Issue, in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together connection with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and its responsibilities as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall Refund Bank. (i) deliver to The Company, Lead Manager, Registrar and the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure shall ensure that the SELLER’s Bank shall provide to refund for un-allotted or partially Allotted Applications is completed on or before T+1 day, T being the BUYER satisfactory evidence Basis of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERAllotment day.

Refunds. All payments made by the BUYER prior Any refunds of Taxes (together with any interest with respect thereto) paid to the delivery or in respect of the VESSEL shall be in the nature of advance to the SELLER, Company or any Subsidiary and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver relate to Tax periods or portions thereof ending on or before the BUYER a Refund Guarantee Closing Date shall be for the 1st instalment to be issued by the SELLER’s Bank account of Seller, other than any refunds or credits reflected as an asset in the form annexed hereto as Exhibit "A” determination of Net Working Capital and taken into account in computing any adjustment to Purchase Price pursuant to Section 1.2 and (ii) procure relate to Tax periods or portions thereof beginning on the day after the Closing Date shall be for the account of Buyer. Buyer or Seller, as the case may be, shall pay over to Seller or Buyer, as the case may be, any such refund or the amount of any such credit (in each case, together with any interest with respect thereto) within fifteen (15) days after receipt thereof; provided, however, that the SELLER’s Bank Buyer and Seller shall provide not be required to pay any amount to the BUYER satisfactory evidence other party to the extent of registration any amounts for which Buyer or Seller has claimed indemnification pursuant to Section 4.2 hereof and for which the other party has not yet indemnified the party making such indemnification claim; further provided, however, that any amounts in excess of such unpaid but claimed indemnification amount shall be due and payable. Any refunds or credits of Taxes (together with any interest with respect thereto) of the relevant Refund Guarantee with SAFECompany or any Subsidiary for any period beginning before but ending after the Closing Date shall be equitably apportioned between Seller and Buyer. Buyer shall, if Seller so requests and at Seller’s expense, prepare, execute and file any claims for refunds or credits, or cause the Company or any Subsidiary to prepare, execute and file any claims for refunds or credits, to which Seller is entitled under this Section 4.3 so long as such actions do not have an adverse effect on Buyer, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYERCompany or any Subsidiary. FurtherSeller shall reimburse, as security to the BUYER indemnify and as a condition precedent to the payment hold harmless each of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this ArticleBuyer, the SELLER Company and each Subsidiary for, from and against any and all liabilities for or with respect to Taxes arising with respect to any refunds or credits. Buyer shall (i) deliver not prepare, execute and file any claims for refunds or credits, or cause the Company or any Subsidiary to the BUYER a Refund Guarantee prepare, execute and file any claims for the 2ndrefunds or credits, 3rd to which Buyer is entitled under this Section 4.3 so long as such actions would have an adverse effect on Seller. Buyer shall reimburse, indemnify and 4th instalments hold harmless Seller for, from and against any and all liabilities for or with respect to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide Taxes arising with respect to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERany refunds or credits.

Refunds. All Any refunds or credits of Taxes (including any interest thereon) received by any of the Companies, or by Kennecott with respect to any of the Companies, or credited to any of the Companies attributable to periods ending on or prior to the Closing Date or to portions of Straddle Periods ending as of the Closing Date (as determined on a closing of the books method) (“Kennecott’s Refunds”), shall be for the benefit of Kennecott, and Kennecott shall have the sole right, at its expense, to pursue any Kennecott’s Refunds (including filing amended returns and applying for competent authority or analogous relief) and Buyer shall cause the Companies to pay over to Kennecott any Kennecott’s Refunds immediately upon receipt thereof. In the case of a Kennecott’s Refund that is a credit to any of the Companies, Buyer shall cause such Kennecott entity to pay such Kennecott’s Refund to Kennecott immediately upon receipt of the benefit of such credit through a reduction in any Tax payment required to be made by any of the Companies after the Closing. In addition, if the Taxes with respect to the pre-Closing portion of a Straddle Period of any of the Companies are less than the payments previously made (or deemed made) by the Companies with respect to the pre-Closing portion of such Straddle Period and to the extent such difference has not previously been taken into account in determining the Post Closing Adjustments under Section 2(f), Buyer shall cause the Companies to pay to Kennecott the excess of such previous payments over such Taxes immediately upon the Companies’ receiving the benefit of such excess payments through a reduction in any Tax payment required to be made by the BUYER prior Companies after the Closing. Notwithstanding anything to the delivery contrary herein, Kennecott shall not file an amended return in respect of the VESSEL shall be a Tax Return other than an Income Tax Return in the nature of advance to the SELLERa manner which is inconsistent with Kennecott’s past practices unless, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall either (i) deliver such amended return is not disadvantageous to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and Buyer, or (ii) procure that the SELLERKennecott obtains Buyer’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFEconsent, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments not to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERunreasonably withheld.

Refunds. (a) In the event of a failure to complete the Issue in accordance with Clauses 2.11.4(a) and/or 2.11.5 of this Agreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of joint written instructions from the Lead Manager along with the Company and the Registrar, in the form provided in Annexure E, the Banker to the Issue shall forthwith transfer the amounts lying credit of the Allotment Account in respect to Application Monies to the Refund Account and the Refund Bank shall make payments in accordance with Applicable Law. All payments refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the benefit of the Beneficiaries without any right or lien thereon. (b) Further, on or before the Transfer Date, the Registrar along with the Company and the Lead Manager shall also provide the Refund Bank with details of the Applicants to whom refunds have to be made from the Refund Account in the form provided in Annexure I hereto. Further, on the Call Transfer Date, the Banker to the Issue shall, on receipt of written instructions in this regard from the Company and the Registrar, in the format as set out in Annexure K, transfer the amounts as instructed, to the Refund Account. (c) The Refund Bank shall immediately and in any event no later than one (1) Business Day of the receipt of instruction as per Clause 2.11.7(b), issue refund instructions to the electronic clearing house, with notice to the Lead Manager, the Company and the Registrar. (d) The refunds pertaining to amounts in the Refund Account shall be made by the BUYER prior Refund Bank to the delivery of the VESSEL shall be respective Applicants in the nature of advance to the SELLER, accordance with and in the event this Contract is rescinded manner provided in the Letter of Offer and under Applicable Law. (e) The Registrar shall within 2 (two) calendar days of the date of approval of the Basis of Allotment by the BUYERDesignated Stock Exchange over-print the refund warrants and dispatch the same to the respective Beneficiaries. Notwithstanding the above, all the entire process of dispatch of refund warrants / refunds through electronic clearance shall be completed within time prescribed by SEBI and Stock Exchanges in this regard. Subject to the provisions of this Agreement, it is agreed that in the event the Banker to the Issue does not comply with the refund instructions issued by the Registrar and the Lead Manager, it shall be liable to pay the requisite interest in accordance with the specific terms Applicable Laws on the amount liable to be refunded for every such day of this Contract permitting delay, provided that all the Parties agree that on the payment of such rescissioninterest amount, the SELLER shall refund Bankers to the BUYER in United States Dollars Issue shall, subject to applicable statutory / regulatory requirements including the full amount requirements of the SEBI ICDR Regulations, stand absolved of all sums already paid or any other liability that may arise due to such non-compliance with the refund instructions issued by the BUYER Registrar and the Lead Manager. (f) The refunds pertaining to amounts in the Refund Account shall be made to the SELLER under this Contractrespective Applicants in the following manner: (i) NEFT — Payment of refund shall be undertaken through NEFT wherever the Investors' bank has been assigned the Indian Financial System Code (IFSC), together with interest (at the rate set out in respective provision thereof) which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained from the respective payment date(s) website of RBI as on a date immediat ▇▇▇ prior to the date of remittance by telegraphic transfer payment of such refund, duly mapped with MICR numbers. Wherever the Investors have registered their nine digit MICR number and their bank account number with the Registrar or with the depository participant while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the account Investors through this method. (ii) RTGS — If the refund amount exceeds Rs. 200,000, the Investors have the option to receive refund through RTGS. Such eligible Investors who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the CAF. In the event the same is not provided, refund shall be made through NACH or any other eligible mode. Charges, if any, levied by the Investor's bank receiving the credit would be borne by the Investor. (iii) Direct Credit — Investors having bank accounts with the Banker to the Issue shall be eligible to receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by the Issuer. (iv) For all other Investors, the refund orders will be dispatched through speed post/registered post. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/ first Investor and Credit of refunds to Investors in any other electronic manner permissible under the banking laws, which are in force and are permitted by the SEBI from time to time. (g) Online validation at the point of payment by the Refund Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the BUYERRefund Bank. If The Registrar shall ensure that any change in the SELLER Masters is required to refund communicated to the BUYER Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the instalments paid aforesaid changes to the Refund Bank and the Refund Bank disclaims all liabilities for effecting a payment as per the Masters in their possession. The Refund Bank shall be responsible for reconciliation of the Refund Account with the Masters provided by the BUYER to Registrar and the SELLER Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as provided in this Articledesired by the Registrar, the SELLER shall return to Lead Manager and/or the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSELCompany. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable Any inconsistencies observed by the BUYER after Refund Bank between the date of this Contract in accordance Refund Account and the Masters shall be discussed with Paragraphs 3 and 4 of this Articlethe Registrar, the SELLER shall Company and the Lead Manager, prior to dispatch of refund. (h) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment Advice / refund intimation or other permissible means to communicate allotment and refund details in a timely manner. (i) deliver The Refund Bank reserves the right to not dispatch the refund, if they are not mentioned in the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (j) The Banker to the BUYER a Issue shall not be responsible for any claim by any Beneficiary, the Company, or any other person for fraudulent encashment through pilferage, alteration, forgery, duplication, or presentment through wrong bank provided the Banker to the Issue has acted in good faith and not out of gross negligence, fraud or wilful misconduct. (k) The Refund Guarantee for Bank shall comply with the 1st instalment to be terms of this Agreement and all Applicable Law, directives or instructions issued by the SELLER’s Bank in Lead Manager along with the form annexed hereto as Exhibit "A” Company and (ii) procure that the SELLER’s Bank shall provide Registrar to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee Issue, in connection with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and its responsibilities as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERBank.

Refunds. All (a) If the ESOT or the Company shall make any payment to any Indemnitee pursuant to paragraph 7A or 7B and such Indemnitee shall thereafter receive a refund, offset or credit of Federal Tax for any taxable year to which such payment related in respect of a claim that part of the interest on the Notes to which such payment related was excludable from its Federal Gross Income (or if it is otherwise subsequently determined that payments made by pursuant to paragraph 7A or 7B exceeded the BUYER prior amounts properly payable to the delivery Indemnitee with respect to a Gross-Up Event or Change of Law, in which event, for purposes of this paragraph 7E(a), the VESSEL Indemnitee shall be treated as receiving a refund in the nature of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereofsuch excess) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER Indemnitee shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER ESOT or the Company, as the case may be, the sum of: (i) an amount equal to the cost amount previously paid to such Indemnitee pursuant to paragraph 7A(a) or 7B with respect to the BUYER interest on such Notes for such taxable year to which such claim for refund, offset, or credit related (the "Disputed Interest") multiplied by a fraction the numerator of those supplies that were incorporated into which is the VESSEL. As security amount of the refund or credit received of tax paid with respect to the BUYER Disputed Interest and as a condition precedent the denominator of which is the amount of tax paid by such Indemnitee with respect to such Disputed Interest; and (ii) the amount of any refunded, offset of credited interest or Additions to Tax that had been paid with respect to such Disputed Interest and with respect to which such Indemnitee had been paid pursuant to paragraph 7A(b) or 7B. (iii) to the payment of foregoing amounts shall be added interest from the 1st pre-delivery instalment payable by date that the BUYER after amount was paid to the Indemnitee to the date of repayment pursuant to this Contract in accordance with Paragraphs 3 and 4 paragraph, at the rate at which interest for such period would be paid on refunds by the IRS. For purposes of this Articleparagraph 7E(a), in the case of a Gross-Up Event occurring solely as a result of the failure to provide a Qualifying Opinion of Counsel, the SELLER Indemnitee shall (i) deliver be treated as receiving a refund if and when it files a federal income tax return excluding interest on the Indemnitee's Note, in an amount equal to the BUYER a Refund Guarantee for portion of the 1st instalment amount paid pursuant to be issued by paragraph 7A that was determined with reference to the SELLER’s Bank interest excluded on the return. If the ESOT or the Company so requests in writing at any time the Indemnitee shall confirm in writing whether or not it has so excluded such interest. (b) If the ESOT or the Company shall make any payment to an Indemnitee pursuant to paragraph 7B and if, in the form annexed hereto Federal income tax return of such Indemnitee or after any adjustment of such return, the amount of the Tax Allowance or other amount by reference to which the amount of the supplemental payments is determined differs from the amount used to compute the amount of such payment, the ESOT or the Company, as Exhibit "A” the case may be, shall pay to such Indemnitee promptly on written demand any additional amount computed pursuant to paragraph 7B, and (ii) procure that the SELLER’s Bank Indemnitee shall provide promptly refund to the BUYER satisfactory evidence of registration of ESOT or the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. FurtherCompany, as security the case may be, any excess amount paid pursuant to the BUYER and as a condition precedent paragraph 7B, attributable to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERdifference.

Refunds. All Upon receipt by any Tax Indemnitee of a repayment or ------- refund of all or any part of any Indemnified Tax which the Charterer shall have paid for, or advanced to, such Tax Indemnitee or for which the Charterer shall have reimbursed such Tax Indemnitee pursuant to this Section 12.2, such Tax Indemnitee shall pay to the Charterer, as promptly as practicable after the receipt thereof, the amount of such repayment or refund plus any interest received by, or credited to, such Tax Indemnitee on such repayment or refund net of Taxes thereon plus the amount of any net tax saving realized by such Tax Indemnitee as a result of the payment made to the Charterer; provided, that (i) -------- the amount payable pursuant to this sentence (other than any amount with respect to interest) shall not exceed the amount of all prior payments made by the BUYER Charterer pursuant to this Section 12.2 with respect to refunded Taxes less the amount of all prior payments by such Tax Indemnitee to the delivery Charterer under this Section 12.2(f)(and any excess of the VESSEL amount of the repayment or refund over the limitation described in this clause (i) shall be in carried forward and applied to reduce any subsequent indemnification obligations of the nature of advance to the SELLERCharterer under Section 12.2(a)), and in the event this Contract (ii) if such Tax Indemnitee is rescinded by the BUYERsubsequently disallowed such refund, all such disallowance shall be subject to indemnification in accordance with the specific terms of this Contract permitting such rescissionSection 12.2, the SELLER shall refund excluding Section 12.2(b)(other than subparagraphs (8), (16) and (21) thereof). The amount payable to the BUYER Charterer in United States Dollars respect of tax savings under Section 12.2(g) or refunds under this Section 12.2(f) shall, at the full Charterer's request, be subject to verification by independent accountants selected by the Tax Indemnitee and reasonably acceptable to the Charterer, at the Charterer's expense unless such accountants determine that the amount payable to the Charterer is at least 5% more than the amount so computed by the Tax Indemnitee, in which event the cost of all sums already such verification will be paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERTax Indemnitee.

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting If such rescission, the SELLER shall Tax Indemnitee Participant receives a repayment or a refund to the BUYER in United States Dollars the full amount of all sums already or any part of any amount paid by the BUYER with respect which a Tax Indemnifying Participant has indemnified such Tax Indemnitee Participant pursuant to the SELLER under this Contract, together with interest Schedule 8.4(b) (at the rate set out in respective provision thereof) from the respective payment date(s) or if an amount which otherwise would have been a refund was used to the date of remittance by telegraphic transfer offset another liability of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this ArticleTax Indemnitee Participant (an "Applied Amount")), the SELLER then such Tax Indemnitee Participant shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER Tax Indemnifying Participant an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment sum of the 1st pre-delivery instalment payable amount of such repayment or refund (or Applied Amount), plus any interest received on such repayment or refund (or that would have been received if such Applied Amount had been refunded to such Tax Indemnitee) attributable to any taxes paid by the BUYER after the date Tax Indemnifying Participant to or for such Tax Indemnitee Participant net of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall any taxes incurred on such refund or Applied Amount (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure plus any tax benefit received or that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has would have been received by the BUYER. Furthersuch Tax Indemnitee Participant on account of such payment, as security determined under Section 4.2(c) hereof). If such Tax Indemnitee Participant receives an award of attorneys' fees in a contest for which Tax Indemnifying Participant has paid an allocable portion of the contest expenses, such Tax Indemnitee Participant shall pay to Tax Indemnifying Participant the same proportion of the amount of such award as the amount of such Tax Indemnitee's attorneys' fees paid or reimbursed by such Tax Indemnifying Participant bears to the BUYER and total amount of attorneys' fees actually incurred by such Tax Indemnitee Participant in conducting such contest, up to the amount of attorneys' fees paid or borne by such Tax Indemnifying Participant in connection with such contest. Any subsequent disallowance or loss of such refund (as a condition precedent to the payment result of a redetermination of the 2nd pre-delivery instalment payable claim giving rise to such payment by the BUYER in accordance such Tax Indemnitee Participant to a Tax Indemnifying Participant by any taxing authority or as a result of a judicial proceeding with Paragraphs 3 and 4 of respect to such claim) shall be treated as a loss subject to indemnification under this Article, the SELLER shall (iSchedule 8.4(b) deliver without regard to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERSection 3.3 hereof.

Refunds. All payments made Any Tax refund or overpayment that is applied as a credit (including any interest with respect thereto) relating to any Acquired Company or Subsidiary for any Pre-Closing Period or the pre-Closing portion of a Straddle Period shall be the property of the Sellers, and if received by, or credited to, the Purchaser, an Affiliate of the Purchaser, any Acquired Company or Subsidiary shall be paid over promptly to the Sellers. Notwithstanding the foregoing, (a) any Tax refund (or equivalent benefit to the Sellers through a reduction in Tax liability) for any Pre-Closing Period arising out of the carryback of a loss or credit incurred by any Acquired Company or Subsidiary in any Post-Closing Period, which under applicable Law is required to be carried back to a Pre-Closing Period, shall be the property of the Purchaser and, if received by the BUYER prior Sellers or an Affiliate of the Sellers, shall be paid over promptly to the delivery of Purchaser; (b) if a Governmental Authority subsequently disallows any refund with respect to which the VESSEL shall be in the nature of advance Sellers has received a payment pursuant to the SELLER, and in the event this Contract is rescinded by the BUYER, all in accordance with the specific terms of this Contract permitting such rescissionSection 7.03, the SELLER Sellers shall refund promptly pay (or cause to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(sbe paid) to the date of remittance by telegraphic transfer Purchaser the amount of such refund to the account specified extent disallowed (including any interest with respect thereto) and (c) if a Governmental Authority subsequently disallows any refund with respect to which the Purchaser has received a payment pursuant to this Section 7.03(a) by reason of an adjustment to the BUYER. If carryback loss or credit, then Purchaser shall promptly pay (or cause to be paid) to the SELLER is required to Sellers the amount of such refund to the BUYER extent such Governmental Authority requires the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation Sellers to pay the 1st preamount disallowed (including any interest with respect thereto). Unless otherwise required under applicable Law, Purchaser shall, and shall cause the Acquired Companies and Subsidiaries, not to carry back any loss or credit incurred by any Acquired Company or Subsidiary in any Post-delivery instalment until such evidence has been received by the BUYER. Further, as security Closing Period to the BUYER and as a condition precedent to the payment of the 2nd prePre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYERClosing Period.

Refunds. (a) All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract CONTRACT is cancelled or rescinded or terminated by the BUYER, all in accordance with the specific terms of this Contract CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars Shipbuilding Contract Hull No. H2855 the full amount of all sums already paid by the BUYER to the SELLER under this ContractCONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective payment date(sinstalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. . (b) As security to the BUYER and as a condition precedent to the of payment of the 1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Articleinstalment, the SELLER SELLER, at its own cost, shall (i) deliver to the BUYER BUYER, a refund guarantee (securing refund of the 1st, 2nd, 3rd, 4th and 5th instalments of the Contract Price) (the “Refund Guarantee for the 1st instalment Guarantee”) to be issued by Bank of China or the Export-Import Bank of China, or ICBC Bank, or other bank acceptable to the Buyer. (hereinafter called the “Refund Guarantor”) in the People’s Republic of China in the form as per Exhibit “A” annexed hereto,. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay repay the 1st pre-delivery instalment until such evidence has been received or instalments paid by the BUYER. Further, as security to the BUYER and as a condition precedent to the BUYER’s right to demand payment of from the 2nd pre-delivery instalment payable Refund Guarantor, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Paragraphs 3 Article XIII hereof, the Refund Guarantor shall withhold and 4 of this Articledefer payment under the Refund Guarantee until the Final Award (or final judgment on appeal therefrom) between the SELLER and the BUYER is published or the SELLER and the BUYER enter into a Settlement Agreement. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award (or judgment on appeal therefrom) orders, or the Settlement Agreement requires, the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall (i) deliver refund to the BUYER a extent the Final Award orders. If the expiry date of the Refund Guarantee for Guarantees becomes earlier than the 2ndRelease Date (which is the Delivery Date plus the excessive delay period stipulated in Article VIII), 3rd and 4th instalments the expiry date of the Refund Guarantees shall be extended by at least such period corresponding to be issued by the SELLER’s Bank extension in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration time for delivery of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.VESSEL as aforesaid. Shipbuilding Contract Hull No. H2855

Refunds. All payments made (i) Sellers shall be entitled to any refunds or credits of or against any Excluded Taxes (plus any interest received with respect thereto) and Buyer shall, at the Company’s expense, file, or cause to be filed, any claims for such refunds or credits reasonably requested by the BUYER prior Sellers; (ii) except to the delivery of the VESSEL extent set forth in Section 12(c)(i) hereof, Buyer or an Acquired Subsidiary shall be in the nature entitled to any refunds or credits of advance Taxes attributable to the SELLERBusiness, the Assets or an Acquired Subsidiary (plus any interest received with respect thereto) and in Sellers shall, at the event this Contract is rescinded Buyer’s expense, file, or cause to be filed, any claims for such refunds or credits reasonably requested by Buyer; (iii) Buyer shall promptly forward to Sellers or reimburse Sellers for any refund or credits due Sellers (pursuant to the BUYER, all in accordance with the specific terms of this Contract permitting such rescissionSection 12) after receipt thereof, the SELLER and Sellers shall refund promptly forward to Buyer or reimburse Buyer for any refunds or credits due Buyer or an Acquired Subsidiary (pursuant to the BUYER terms of this Section 12) after receipt thereof; (iv) refunds or credits for a Straddle Period shall be allocated in United States Dollars the full amount manner in which Taxes are allocated as set forth in the definition of all sums already paid by “Excluded Taxes” in Section 4(d)(i) hereof; and (v) Buyer shall not elect to carry back any item of loss, deduction or credit of Buyer, an Acquired Subsidiary or any of their affiliates which arises in any Tax period or portion thereof ending after the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all Cut-Off Date into any Tax period or portion thereof of the BUYER's supplies as stipulated in Article V which were not incorporated in Company, an Acquired Subsidiary, or any of their affiliates ending on or before the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st preCut-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYEROff Date.

Refunds. All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded or cancelled by the BUYER, all in accordance with the specific terms of this Contract permitting such rescissionrescission or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereofof five percent (5%) per annum) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. If As security to the BUYER, the SELLER is required shall deliver to refund the BUYER, prior to the BUYER’s arrangement of the remittance of the 1st instalment , an irrevocable Refund Guarantee for the 1stinstalment plus interest at the rate of five percent (5%) per annum in a form acceptable to the BUYER and BUYER’s Bank which shall be annexed to this Contract as per Exhibit "A" which shall be issued by a first class Chinese bank (hereinafter called the instalments “Refund Guarantor”) acceptable to the BUYER and the BUYER’s bank. within forty five (45) days after final mutual agreement on the form and substance of such Refund Guarantee. However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER's obligation to repay the installment or installments paid by the BUYER and to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER's supplies as stipulated in Article V which were not incorporated in right to demand payment from the VESSEL Refund Guarantor, under its guarantee, and pay to such dispute is submitted either by the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st pre-delivery instalment payable SELLER or by the BUYER after the date of this Contract for arbitration in accordance with Paragraphs 3 and 4 of this ArticleArticle XIII hereof, the Refund Guarantor shall withhold and defer payment until the arbitration award between the SELLER and the BUYER is published. The Refund Guarantor shall (i) deliver not be obligated to make any payment unless the arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the award, then the Refund Guarantor shall refund to the BUYER a Refund Guarantee for extent the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and arbitration award orders. Shipbuilding Contract For Construction of One 82,000 DWT Bulk Carrier (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st preHull No.YZJ2013-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 2nd pre-delivery instalment until such evidence has been received by the BUYER.1142)