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Fees The lead manager may withhold from the proceeds or the drawdown of the Debt Offering, such fee as it may in its discretion determine based on the following: (1) the all in cost of the Debt Offering to the Company, including the fee payable to the Lead Manager will be the relevant LIBOR plus 3.2 per cent per annum; (2) in the event that the market does not support the pricing referred to in (1), the Lead Manager may consult with the Company with a view to increasing the all in pricing to a level which is consistent with the support from the market and the payment to the Lead Manager of a reasonable fee in connection with the Debt Offering (having regard to the obligation of the Lead Manager to absorb its own expenses in connection with the Debt Offering);and (3) in the event that no agreement regarding an increased all in pricing can be reached, the Lead Manager may terminate this letter agreement (in which event, the Company will be responsible for the reimbursement to the Lead Manager of its reasonable expenses and will be responsible for paying all of its own expenses). Expenses Other than in the circumstances set out in item (3)under the heading “Fess”, or where the Company terminates this letter agreement without cause, the Lead Manager will be responsible for and pay its own expenses as well as the Company’s reasonable up front (but not any ongoing or recurring expenses)arising out of the Debt Offering. The Company will be responsible for and pay all ongoing or recurring expenses in connection with the Debt Offering. Gross up the for Taxes Amounts payable to the Lead Manager under this letter agreement (including by way of reimbursement for expenses)do not include income taxes, withholding taxes, value added taxes, goods and services taxes, business or services taxes or similar taxes (Taxes)except for taxes imposed on net income in a jurisdiction where the recipient is incorporated or resident for tax purposes. If (1) any deduction or withholding for Taxes is required to be made from any payment to the Lead Manager under this letter agreement or (2) any assessment or levy for Taxes is subsequently made on the lead Manager, then the Company will pay an additional amount so that the Lead Manager receives the full amount of the payment under this letter agreement free of any withholding, deduction, assessment or levy. The Company will make the appropriate payments and returns in respect of any Taxes and provide the Lead Manager with a receipt for any Taxes paid. Basis of Appointment The Lead Manager is an independent contractor and any duties of the Lead Manager arising out of its engagement pursuant to this letter agreement are owed solely to the Company. No fiduciary, trustee, agency, joint venture or partnership relationship exists between the lead Manager and the Company, and the Company waives all claims and defences based on such matters. The Lead Manager does mot provide advice on legal, regulatory, accounting or taxation matters and the Company should seek its own expert advice. Indemnification The Company indemnifies the Lead Manager and its affiliates, directors, officers, agents and employees (each an “indemnified Person”) to the full extent lawful, against such losses, claims, damages or liabilities (including legal expenses) arising out of or relating to its engagement under this letter agreement and any Debt offering (and agrees that to the maximum extent permitted by law, no Indemnified Person shall have any liability to the Company in connection with their engagement under this letter agreement or a Debt Offering) other than with respect to losses, claims, damages or liabilities finally judicially determined to gave resulted primarily from the gross negligence or willful misconduct of the relevant Indemnified Person. The indemnity between the Company and each Indemnified Person shall in mo way be affected by any actions taken or alleged to have been taken or advice given by any other Indemnified person. Exclusivity From the date of this letter agreement until the date which is 30 days after completion of the Debt Offering, the Company or any of its affiliates will not launch any debt financing in any financial or loan market or mandate or appoint any institution of other person to arrange any international loan or debt capital market issues for the Company or any of its affiliates without the prior written consent of the lead Manager. Gross up the for Taxes Amounts payable to the Lead Manager under this letter agreement (including by way of reimbursement for expenses)do not include income taxes, withholding taxes, value added taxes, goods and services taxes, business or services taxes or similar taxes (Taxes)except for taxes imposed on net income in a jurisdiction where the recipient is incorporated or resident for tax purposes. If (1) any deduction or withholding for Taxes is required to be made from any payment to the Lead Manager under this letter agreement or (2) any assessment or levy for Taxes is subsequently made on the lead Manager, then the Company will pay an additional amount so that the Lead Manager receives the full amount of the payment under this letter agreement free of any withholding, deduction, assessment or levy. The Company will make the appropriate payments and returns in respect of any Taxes and provide the Lead Manager with a receipt for any Taxes paid.