Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms have the meanings assigned to them below: "Additional Amounts" has the meaning assigned to such term in the Indenture. "Agent" means Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (UEN 199804782D), acting in its capacity as paying agent and transfer agent under this Agreement, and any Successor Agent appointed in accordance with A

Section 1.2 — Interpretation (a) Except as otherwise expressly provided herein, terms defined in the Indenture and used but not otherwise defined in this Agreement shall have the meanings given to such terms in the Indenture, and all references herein to the Indenture shall include any amendments, restatements, supplements, or other modifications thereto from time to time. (b) References in this Agreement to any "Sec

Section 1.3 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict-of-laws principles that would result in the application of the laws of any other jurisdiction. The selection of Singapore law as the governing law of this Agreement is consistent with the choice of governing law under the Indenture and the Security Docu

Section 2.1 — Appointment of Paying Agent (a) The Co-Issuers hereby appoint Marlowe Asset Management Trust Company of Singapore Pte. Ltd. as the paying agent for the Notes, and the Agent hereby accepts such appointment and agrees to act as paying agent for the Notes in accordance with the terms and conditions of this Agreement and the Indenture. (b) In its capacity as paying agent, the Agent shall act as the principa

Section 2.2 — Appointment of Transfer Agent (a) The Co-Issuers hereby appoint Marlowe Asset Management Trust Company of Singapore Pte. Ltd. as the transfer agent and registrar for the Notes, and the Agent hereby accepts such appointment and agrees to act as transfer agent and registrar for the Notes in accordance with the terms and conditions of this Agreement and the Indenture. (b) In its capacity as transfer agent

Section 2.3 — Dual Capacity (a) The Parties acknowledge and agree that the Agent acts under this Agreement in its capacity as paying agent and transfer agent, and separately under the Indenture in its capacity as Trustee. The rights, duties, protections, immunities, and indemnities of the Agent in its capacity as paying agent and transfer agent under this Agreement are separate and distinct from those applicable to i

Section 2.4 — Designated Offices (a) The designated Payment Office of the Agent for purposes of this Agreement shall be: Marlowe Asset Management Trust Company of Singapore Pte. Ltd. 80 Robinson Road, #02-00 Singapore 068898 Attention: Richard Tan, Vice President, Corporate Trust Telephone: +65 6228 [●] (b) The designated Transfer Office of the Agent for purposes of this Agreement shall be the same address as the Pay

Section 3.1 — Deposit of Funds (a) The Co-Issuers shall, not later than 10:00 a.m. (Singapore time) on the Business Day immediately preceding each Interest Payment Date, the Maturity Date, or any Redemption Date (each such date, a "Payment Date"), deposit or cause to be deposited with the Agent, in immediately available funds denominated in United States Dollars, an amount sufficient to make all required payments of

Section 3.2 — Payment to Holders (a) On each Interest Payment Date, the Agent shall disburse the aggregate interest payment then due on the Notes to Holders of record as of the applicable Record Date (being April 1 with respect to the Interest Payment Date falling on April 15, and October 1 with respect to the Interest Payment Date falling on October 15). The aggregate semi-annual interest payment on the Notes at the

Section 3.3 — Defaulted Interest (a) If the Co-Issuers default in the payment of interest on the Notes when due (any such unpaid interest, "Defaulted Interest"), the Agent shall, as directed by the Trustee, pay such Defaulted Interest to Holders of record on a special record date (the "Special Record Date") fixed by the Agent. (b) The Special Record Date shall be not less than ten (10) days and not more than fifteen

Section 3.4 — Payment at Maturity or Upon Redemption (a) At the Maturity Date (October 15, 2029) or upon any optional or mandatory redemption of the Notes in accordance with the terms of the Indenture, the Agent shall pay to the Holders the principal amount of the Notes being paid or redeemed, together with accrued and unpaid interest thereon to but excluding the Maturity Date or the applicable Redemption Date, plus

Section 3.5 — Withholding and Additional Amounts (a) The Agent is authorized and directed to deduct and withhold from any payments made on the Notes any amounts required to be deducted and withheld therefrom under any applicable tax law, treaty, regulation, or governmental directive, whether now in effect or hereafter enacted, including any withholding taxes imposed by the Hellenic Republic, the Republic of Singapore

Section 3.6 — Unclaimed Funds (a) Any funds deposited with the Agent for the payment of principal, premium, interest, Additional Amounts, or any other amounts on the Notes that remain unclaimed for a period of two (2) years after the date on which such payment became due and payable shall, upon the written request of the Co-Issuers, be repaid by the Agent to the Co-Issuers. Upon such repayment, the Holders entitled t

Section 3.7 — Currency of Payment (a) All payments of principal, premium, interest, Additional Amounts, and any other amounts due under the Notes and this Agreement shall be made in United States Dollars. (b) If, by reason of any applicable law, regulation, governmental directive, or order of a court of competent jurisdiction, any payment on the Notes must be made in a currency other than United States Dollars, the C

ARTICLE 4 — TRANSFER AND EXCHANGE

Section 4.1 — Register of Holders (a) The Agent shall maintain at its Transfer Office a register (the "Register") showing the names and addresses of all registered Holders of the Notes, the aggregate principal amount of Notes held by each such Holder, the certificate numbers (if applicable) of the Notes held by each such Holder, and the dates of issuance, transfer, exchange, and cancellation of the Notes. (b) The Reg

Section 4.2 — Transfers of Notes (a) Transfers of beneficial interests in the Global Notes shall be effected through book-entry transfers within DTC, Thackeray Partners LLC, or Ashgrove Enterprises, as applicable, in accordance with the rules and procedures of such depositories and their respective participants. The Agent shall cooperate with DTC, Thackeray Partners LLC, and Ashgrove Enterprises in effecting such tra

Section 4.3 — Exchange of Notes (a) Holders may exchange Notes for other Notes of the same aggregate principal amount in different authorized denominations (subject to the minimum denomination of $200,000 and integral multiples of $1,000 in excess thereof) by surrendering the Notes to be exchanged at the Transfer Office, accompanied by a written request for exchange specifying the denominations of the replacement Not

Section 4.4 — Exchange of Global Notes for Definitive Notes (a) Beneficial interests in the Global Notes may be exchanged for Definitive Notes only in the limited circumstances described in the Indenture, including: (i) if DTC (with respect to the Rule 144A Global Note) or Thackeray Partners LLC and Ashgrove Enterprises (with respect to the Regulation S Global Note) notify the Co-Issuers that they are unwilling or un

Section 4.5 — Legends and Transfer Restrictions (a) All Notes, whether in the form of Global Notes or Definitive Notes, shall bear the restrictive legends required by the Indenture, including legends relating to the restrictions on transfer under Rule 144A and Regulation S of the Securities Act, and any other legends required by applicable law or the terms of the Indenture. (b) The Agent shall not register any transf

Section 4.6 — Lost, Stolen, or Destroyed Notes (a) If any Note is lost, stolen, mutilated, or destroyed, the Agent shall authenticate and deliver a replacement Note in the same principal amount and denomination as the lost, stolen, mutilated, or destroyed Note, upon receipt of: (i) satisfactory evidence of the loss, theft, mutilation, or destruction of such Note, as determined by the Agent in its reasonable discretio

Section 4.7 — Cancellation (a) All Notes surrendered to the Agent for payment at the Maturity Date or upon redemption, or surrendered for transfer or exchange, shall be cancelled by the Agent. Cancelled Notes shall not be reissued or resold. (b) The Agent shall retain cancelled Notes (or evidence of cancellation in the form of a certificate of destruction or electronic record) in its records and shall deliver such ca

ARTICLE 5 — DUTIES AND RESPONSIBILITIES OF THE AGENT

Section 5.1 — Standard of Care (a) The Agent shall perform its duties under this Agreement with reasonable care and in good faith, using the same degree of care and skill that a reasonably prudent professional trust company would exercise in performing similar services under similar circumstances. (b) The Agent shall not be liable for any action taken, suffered, or omitted by it in good faith and reasonably believed

Section 5.2 — Reliance on Documents (a) The Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other paper or document that it believes in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) The Agent may rely on the

Section 5.3 — No Investigation (a) The Agent shall have no duty to investigate, monitor, or verify the accuracy, completeness, or sufficiency of any information, statement, representation, certificate, opinion, or other document furnished to it by the Co-Issuers, any Holder, or any other person in connection with this Agreement or the Notes. The Agent shall be entitled to assume the accuracy and completeness of all s

Section 5.4 — Compliance with Law (a) The Agent shall comply with all applicable laws, rules, regulations, and governmental directives in performing its duties under this Agreement, including all applicable anti-money laundering laws and regulations (including the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore, as amended), economic sanctions laws and regulation

Section 5.5 — Reporting (a) The Agent shall provide the Co-Issuers and the Trustee (in its Trustee capacity) with periodic reports regarding the status of the Register, the aggregate outstanding principal amount of the Notes, and any payments made or pending, not less frequently than quarterly, with such reports to be delivered within fifteen (15) Business Days after the end of each calendar quarter. (b) Each quarter

Section 5.6 — Coordination with Depositories (a) The Agent shall maintain appropriate accounts, connections, and procedures with DTC, Thackeray Partners LLC, and Ashgrove Enterprises to facilitate the making of payments on the Notes and the processing of transfers and exchanges of interests in the Global Notes. (b) The Agent shall promptly notify the Co-Issuers and the Trustee of any material change in the rules, pro

Section 6.1 — Acceptance Fee The Co-Issuers shall pay to the Agent an acceptance fee of $25,000 (twenty-five thousand United States Dollars) in consideration of the Agent's acceptance of its appointment as paying agent and transfer agent under this Agreement. The acceptance fee shall be payable on the date of execution of this Agreement or, if earlier, the Closing Date. The acceptance fee is non-refundable and shall

Section 6.2 — Annual Fee (a) The Co-Issuers shall pay to the Agent an annual fee of $15,000 (fifteen thousand United States Dollars) per annum for the Agent's services as paying agent and transfer agent under this Agreement. (b) The first annual fee shall be payable on the Closing Date and shall be pro-rated on a per diem basis for any partial year from the Closing Date to the first anniversary of the Closing Date. T

Section 6.3 — Transaction Fees and Expense Reimbursement (a) In addition to the acceptance fee and the annual fee, the Co-Issuers shall reimburse the Agent for all reasonable and documented out-of-pocket expenses incurred by the Agent in connection with the performance of its duties under this Agreement, including expenses for postage, communications, stationery, printing, data processing, travel (if reasonably requi

Section 6.4 — Fee Adjustments (a) The Agent may propose adjustments to the annual fee payable under Section 6.2 by giving not less than ninety (90) days' prior written notice to the Co-Issuers, specifying the proposed adjusted fee and the effective date of such adjustment (which shall be no earlier than the next anniversary of the Closing Date following the date of such notice). (b) If the Co-Issuers do not agree to

Section 6.5 — Taxes on Compensation All fees and other amounts payable to the Agent under this Agreement are stated exclusive of any applicable goods and services tax (GST), value-added tax, or similar indirect tax. To the extent any such tax is applicable to any fee or other amount payable to the Agent under this Agreement, the Co-Issuers shall pay such tax in addition to the stated fee or amount. The Agent shall is

Section 7.1 — Indemnification by the Co-Issuers (a) The Co-Issuers shall, jointly and severally, indemnify, defend, and hold harmless the Agent and its directors, officers, employees, agents, and affiliates (each, an "Agent Indemnified Party") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, costs, and expenses (including reasonable attorneys' fees an

Section 7.2 — Indemnification by the Agent The Agent shall indemnify the Co-Issuers and their respective directors, officers, employees, and agents from and against any Losses directly resulting from the Agent's willful misconduct, gross negligence, or fraud in the performance of its duties under this Agreement. The Agent's indemnification obligation under this Section 7.2 shall survive the termination of this Agreem

Section 7.3 — Limitation of Liability (a) Notwithstanding any other provision of this Agreement, the Agent shall not be liable to the Co-Issuers, any Holder, any Beneficial Owner, or any other person for any indirect, incidental, consequential, special, exemplary, or punitive damages (including lost profits, loss of business opportunity, or loss of goodwill) arising out of or in connection with this Agreement or the

Section 7.4 — Right to Legal Counsel (a) The Agent shall be entitled, at the expense of the Co-Issuers, to retain legal counsel in connection with any matter arising under this Agreement, including (without limitation) any claim, demand, action, suit, proceeding, or regulatory inquiry involving or relating to the Agent's duties hereunder. The reasonable fees and disbursements of such counsel shall be reimbursed by th

ARTICLE 8 — RESIGNATION AND REMOVAL

Section 8.1 — Resignation of Agent (a) The Agent may resign from its appointment as paying agent and transfer agent under this Agreement by giving not less than sixty (60) days' prior written notice of such resignation to the Co-Issuers and the Trustee (in its Trustee capacity). (b) Such resignation shall not become effective until a Successor Agent has been duly appointed by the Co-Issuers in accordance with Section

Section 8.2 — Removal of Agent (a) The Co-Issuers may remove the Agent from its appointment as paying agent and transfer agent under this Agreement by giving not less than sixty (60) days' prior written notice of such removal to the Agent and the Trustee (in its Trustee capacity), provided that: (i) a Successor Agent has been duly appointed in accordance with Section 8.3 and has accepted such appointment in writing;

Section 8.3 — Appointment of Successor Agent (a) Any Successor Agent appointed pursuant to this Article 8 must be a bank or trust company organized and existing under the laws of the Republic of Singapore, in good standing with the Monetary Authority of Singapore, and having a combined capital and surplus of not less than S$50,000,000 (fifty million Singapore