Trade General Indemnity Deed

1. Definitions and interpretation

1.1 In this Counter-Indemnity:

"Applicant" means the party on whose behalf an Obligation is issued, established, maintained or arranged (and is named in such capacity in the Obligation and/or Request);

"Bank" means Barclays Bank PLC;

"Barclays Group" means Barclays PLC and its Subsidiaries;

"Claim" means any claim, presentation or demand made or purported to be made in relation to any Obligation and which appears to the Bank (in its sole and absolute discretion) to have been made in accordance with the terms of that Obligation;

"Co-Indemnifier" means any party which is jointly and severally liable to the Bank in respect of Obligations provided under any Facility;

"Correspondent" means any bank in any country which carries out any role in relation to an Obligation (including any branches and Subsidiaries of any member of the Barclays Group from time to time);

"Facility" means a facility provided by the Bank under which a Request can be made for an Obligation;

"Facility Agreement" means the facility agreement (comprised of the Key Terms and Terms and Conditions, as amended, varied or replaced) between the Bank and you setting out the terms of the Facility.

"Instructing Party" means any of you, a Co-Indemnifier or any other party which the Bank has accepted may make Requests in relation to an Obligation and who is responsible for indemnifying the Bank under this Counter-Indemnity. As instructing party, you may or may not be the Applicant, but could request issuance of an Obligation for and on behalf of your Subsidiaries and/or affiliates;

"Obligation" means:

(a) the issuance of a bond, guarantee, indemnity, letter of credit (whether a standby letter of credit or a documentary letter of credit) or other similar instrument by the Bank or by a Correspondent at the Bank’s request;

(b) the acceptance of a bill of exchange or the incurrence of any deferred payment undertaking;

(d) the issuance of a counter-indemnity, counter-guarantee, counter-standby letter of credit, reimbursement undertaking or other similar obligation provided to a Correspondent in connection with any Obligation described in the above paragraphs which the Bank has procured that Correspondent to provide; and

(e) any existing obligations pursuant to Clause 2.4, and in all cases, includes Obligations issued for the Instructing Party, and Obligations issued on behalf of a Subsidiary and/or affiliate of the Instructing Party.

“person” means any person, firm, company, corporation, government, state, agency of a state, association, trust or partnership;

"Relevant Party" means you, any Co-Indemnifier, any relevant Applicant and any relevant Instructing Party; and

"Request" means a request from an Instructing Party to the Bank (which may be made by any application form, utilisation request or other form and by any channel acceptable to the Bank) to the Bank for the issuance of an Obligation, and the term "Requested" shall be construed accordingly.

1.2 Interpretation

(a) In this Counter-Indemnity, a reference to the "provision" of an Obligation (or similar phrases) includes the replacement of, or supplement to, the Bank's liability under one type of Obligation by any other different type of Obligation; and in the context of any Obligation where payment is not made immediately following a Claim, the phrase "payment of a Claim" (or similar phrases) includes the acceptance or avalisation of a bill of exchange or promissory note, the incurrence of a deferred payment undertaking or any other applicable method by which such Claim is honoured.

(b) References to statutory provisions are to provisions of United Kingdom statutes and include references to amended, extended or re-enacted versions.

(c) References to the “Bank”, “Instructing Party”, “Applicant”, “Correspondent” and “Co- Indemnifier” shall include references to their respective successors, administrators, and permitted assigns or transferees.

(d) Unless otherwise defined in this Counter-Indemnity, a term defined in the Facility Agreement has the same meaning when used in this Counter-Indemnity

2. Scope of Indemnity

2.1 This Counter-Indemnity applies to any Obligations issued, established, maintained or arranged by the Bank from time to time (directly or through a Correspondent), following a Request which appears to be made by an Instructing Party for itself or on behalf of its Subsidiary and/or affiliate.

2.2 This Counter-Indemnity shall also apply if any Obligation is amended, extended, replaced or renewed (whether on the same terms or otherwise), regardless of the party which Requested the amendment, extension or renewal.

2.3 You have agreed to enter into this Counter-Indemnity to indemnify the Bank against your and each of your Subsidiaries' and/or affiliate's direct or indirect obligations and liabilities owed to the Bank under any Obligations (including, Existing Obligations) issued or deemed to be issued under the Facility Agreement.

2.4 Existing Obligations:

(a) As at the date of this Counter-Indemnity, any Obligation previously issued, established, maintained or arranged by the Bank at the request of an Instructing Party (whether on behalf the Instructing Party as Applicant or for and on behalf of such Instructing Party’s Subsidiaries and/or affiliates) (each an ("Existing Obligation") shall be treated as an Obligation issued in accordance with the Facility Agreement and this Counter-Indemnity.

(b) On and from the date of this Counter-Indemnity, you unconditionally and irrevocably undertake that you shall immediately on demand indemnify the Bank against any cost, loss or liability incurred by the Bank in connection with or under any Existing Obligation

(c) You will immediately on demand, indemnify the Bank against any other cost, loss, liability, expense, penalty, proceedings, actions or other consequences (including legal costs and fees) sustained or incurred by the Bank in relation to an Existing Obligation whether directly or indirectly (including as a result of any legal or other proceedings in relation to an Existing Obligation, under the Facility Agreement or this Counter-Indemnity).

(d) Your obligations are continuing obligations and will extend to the ultimate balance of sums payable by the Bank in respect of any Existing Obligations, regardless of any intermediate payment or discharge in whole or in part.

3. Indemnity

3.1 In consideration for the Bank issuing, establishing, maintaining or arranging any Obligation (whether directly or through a Correspondent), you unconditionally agree that:

(a) You will immediately on demand, indemnify the Bank against any costs, losses, payments, liabilities, damages, demands, claims and expenses, sustained or incurred by the Bank under or in connection with any Obligation;

(b) You will immediately on demand, indemnify the Bank against any other cost, loss, liability, expense, penalty, proceedings, actions or other consequences (including legal costs and fees) sustained or incurred by the Bank in relation to an Obligation, whether directly or indirectly (including as a result of any legal or other proceedings in relation to an Obligation, under the Facility Agreement or this Counter-Indemnity); and

(c) Your obligations under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by the Instructing Party in respect of any Obligation, regardless of any intermediate payment or discharge in whole or in part.

3.2 Your obligations under this Counter-Indemnity will not be in any way discharged, diminished or affected by any act, omission, variation, release, concession, indulgence, or any other matter of the Bank, Barclays Group or any other person which, but for this Clause, might discharge, reduce, release or prejudice any of your obligations.

3.3 The Bank may make any number of demands under this Counter-Indemnity.

3.4 You represent and warrant to the Bank each time you make a Request that:

(a) you have all necessary power, authority and approvals to enter and perform obligations under this Counter-Indemnity;

(b) the Counter-Indemnity and each Request are your valid and binding legal obligations; and

(c) your entering into and performance of this Counter-Indemnity and each Request you make for yourself or on behalf of a Subsidiary and/or affiliate does not violate, breach, conflict with or constitute a default under the law applicable to you, regulation, rule, judgment, contract or other instrument binding on you or each of your Subsidiaries and/or affiliates, yours and their assets or any provisions of yours or their constitutional documents.

4. Authorisations

4.1 You authorise and direct the Bank to pay any Claim without the need to consult with, or obtain consent or any confirmation from any Relevant Party or any other person, verify the authenticity of the Claim or investigate whether the person making the Claim was authorised or allowed to do so.

4.2 You acknowledge that the Bank deals only with documents in the context of any Obligation and so will not be concerned with, and shall not be required to take any action with respect to, the validity of any Claim or any underlying transaction connected with any Obligation (including whether any set-off, counterclaim or other defence is available to any Relevant Party or any other person).

4.3 If the Bank decides that it has received a valid Claim, that decision shall be binding on each Relevant Party and any payment of that Claim by the Bank shall be accepted by you (for yourself and on behalf of each other Relevant Party) as conclusive evidence of the Bank's liability in respect of that Claim.

4.4 If the terms of an Obligation require that a Claim should be accompanied by one or more other documents, the Bank is entitled to treat any such other document as valid and genuine, provided that it appears on its face to comply with the terms of that Obligation.

4.5 If relevant, all of the above provisions apply equally to any Correspondent connected with any Obligation.

5. Payments

5.1 All payments under this Counter-Indemnity must be made in immediately available funds; in the same currency as that demanded by the Bank; to such account as the Bank specifies; and in full without any set-off, counterclaim, withholding or deduction, unless you are required by law to make a deduction or withholding.

5.2 If a deduction or withholding is required to be made by law, you shall only make the minimum amount so required to be deducted or withheld and will immediately pay to the Bank an additional amount so that the Bank receives the same amount as it would have received if no deduction or withholding had been made.

5.3 The Bank may debit any of your existing accounts held with any member of the Barclays Group for any sums due to the Bank under this Counter-Indemnity. The Bank may do this at any time without the need to give any notice to you. The Bank may debit accounts even where this causes an account to become overdrawn or exceed any applicable authorised overdraft limit. The Bank may transfer any money standing in your existing accounts held with any member of the Barclays Group in payment or in part payment of any such sums of money due to the Bank under this Counter-Indemnity. Any debit balance on such account and any other amounts so paid when due will bear interest in accordance with the terms of that account.

5.4 If the Bank receives payment in a different currency to that which was demanded or advised (including in a situation where the Bank debits any of your accounts as contemplated above), the Bank may convert the amount which is received in a different currency into the demanded/advised currency using the Bank’s spot rate of exchange for the sale of the demanded/advised currency with the currency received on the date on which the conversion is required. You shall indemnify the Bank immediately upon demand for any cost, loss or liability arising out of such conversion.

6. Miscellaneous

6.1 If the Bank agrees to release you from any of your obligations under this Counter-Indemnity, or make any other arrangements with you regarding this Counter-Indemnity, it will not be effective unless the Bank confirms it in writing.

6.2 The Bank will not lose any right which it has under this Counter-Indemnity if it chooses not to use that right or the Bank delays before using it. Using any right (in whole or in part) will not prevent the Bank from using that right again or any other right.

6.3 You agree (without prejudice to any other provisions of this Counter-Indemnity) that your obligations under this Counter-Indemnity will not be affected by any act, omission, matter or thing which, but for this paragraph, would reduce, release or prejudice any of your obligations under this Counter-Indemnity (without limitation or whether or not known to it or any other person) including (a) any time, waiver or consent granted to, or composition with any Relevant Party, any beneficiary under an Obligation or other person; (b) the release of any Relevant Party or any other person under the terms of any composition or arrangement; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Relevant Party, any beneficiary under an Obligation or other person or any non-presentation or non- observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Relevant Party, any beneficiary under an Obligation or any other person; (e) any amendment (however fundamental) or replacement of the Facility, an Obligation or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under the Facility, an Obligation or any other document or security; (g) any change in law (including, without limitation, the imposition of any restrictive measures whether by way of any ban on provision of services, freezing of funds and economic resources, embargo or otherwise); or (h) any insolvency or similar proceedings.

6.4 The Bank's rights under this Counter-Indemnity are in addition to any other rights of the Bank in respect of the liabilities covered by this Counter-Indemnity (including any other indemnity or Counter- Indemnity which the Bank may hold now or in the future). The Bank may enforce its rights under this Counter-Indemnity without first having recourse to any other rights it may have.

6.5 If any provision of this Counter-Indemnity is or becomes invalid or unenforceable to any extent, the remainder of this Counter-Indemnity shall not be affected and each such provision shall be valid and enforceable to the fullest extent permitted by law.

6.6 You may not assign or transfer any of your rights in respect of this Counter-Indemnity. The Bank may assign or transfer all or any of its rights and/or obligations in respect of this Counter-Indemnity, in whole or in part, to any person or persons, including any actual or prospective assignee or transferee or to any other person (i) in connection with a securitisation of all or any part of the loan assets of any member of the Barclays Group from time to time or (ii) who may otherwise enter into contractual relations with any member of the Barclays Group in relation to any part of the loan assets of any member of the Barclays Group or any security or guarantee or this Counter-Indemnity.

6.7 Your obligations under this Counter-Indemnity are continuing obligations and will extend to the ultimate balance of sums payable by you in respect of each Obligation regardless of any intermediate payment or discharge in whole or in part.

6.8 Where the Bank has made a payment in good faith under any Obligation, you agree to waive any right which you would otherwise have had to require the Bank to rely on any defence which may be available to the Bank or yourself in respect of that Obligation.

7. Governing law

7.1 This Counter-Indemnity, each application, request or instruction and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with English law and you submit, for the Bank’s exclusive benefit, to the jurisdiction of the English courts, without prejudice to the Bank’s right to commence proceedings against you in any other jurisdiction.