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DEED OF PLEDGE

CREDIT BALANCES ON DEBT SERVICE RESERVE ACCOUNT

between

[THE OWNERS]

and

THE EXPORT-IMPORT BANK OF KOREA

and

[THE BANK]

Dated [·], 20[·]

THIS DEED is dated [·], 20[·]

BETWEEN:

1. [name of the Pledgor], a company incorporated in [name of the country], whose registered office is at [address of the Pledgor] (the "Pledgor");

2. The Export-Import Bank of Korea (the "Pledgee"); and

3. [name of the Bank], a company existing under the laws of the [·], having its official seat in [·] (the "Bank");

BACKGROUND:

(A) the Pledgor and the Pledgee are party to the Agreement (as defined in Article 1 of this deed) pursuant to which the Pledgee has undertaken to grant a term loan facility to the Owners;

(B) it is a requirement under the Agreement that the Pledgor provides security to the Pledgee in accordance with the provisions of this deed; and

IT IS AGREED as follows:

1. DEFINITIONS

In this deed:

All capitalised terms used have the meaning as set forth in the Agreement save as provided in this Clause 1.

"Agreement"

means the US$[·] Credit Facility dated [·], 20[·] between the Pledgor as one of the Owners and the Pledgee as Lender, including all amendments and or supplements thereto as well as all agreements replacing these documents whether by novation or otherwise to the extent that the parties thereto have expressly so agreed.

"Debt Service Reserve Account"

means the bank account specified in Annex 1 hereto.

"Operating Expenses Account"

means the bank account held with the Bank designated [·] operating Expenses Account.

"Receivables"

means the Pledgor's receivables against the Bank as such receivables are or will be reflected from time to time in the balances of the Debt Service Reserve Account and any other receivables and rights of the Pledgor against the Bank now existing or hereafter arising from or in connection with the Debt Service Reserve Account.

"Secured Liabilities"

means all present and future obligations and liabilities (whether actual or contingent or owed in any capacity whatsoever) of the Owners to pay an amount of money to the Pledgee under or in connection with each Finance Document to which any of the Owners is, or will be, a party.

2. PLEDGE

(a) As continuing security for the full and complete discharge of the Secured Liabilities, the Pledgor grants to the Pledgee a right of pledge over the Receivables, and the Pledgee accepts such right of pledge. The Pledgor and the Pledgee give notice to the Bank of the right of pledge created by this deed.

(b) The right of pledge created by this deed is one and indivisible. The right of pledge created by this deed shall not be affected by one or more but not all of the Secured Liabilities being discharged, amended or supplemented.

3. ACCESSORY RIGHTS AND ANCILLARY RIGHTS

The right of pledge created by and pursuant to this deed includes all accessory rights and all ancillary rights attached to the Receivables.

4. OTHER OBLIGATIONS OF THE PLEDGOR

(a) The Pledgor undertakes not to waive, without the prior written consent of the Pledgee, any accessory rights or ancillary rights attached to the Receivables.

(b) The Pledgor shall not, without the prior written consent of the Pledgee transfer, change or in whole or in part waive or further pledge or otherwise encumber, or agree with a court settlement or an out-of-court in respect of, the Debt Service Reserve Account.

(c) The Pledgor shall, at the Pledgee’s first request, provide the Pledgee with copies of any and all bank statements pertaining to the Debt Service Reserve Account and all information and supporting documentation relating to the Debt Service Reserve Account and allow the Pledgee to inspect its administrative records.

(d) The Pledgor shall forthwith inform the Pledgee of any attachment of any of the Receivables.

5. REPRESENTATIONS AND WARRANTIES

The Pledgor represents and warrants that the following is true and correct on the date of this deed:

(a) it holds full and exclusive title to the Receivables and has the power to create a right of pledge thereover; and

(b) the Receivables have not been encumbered with any attachment or any rights in rem, none of the Receivables have been assigned or pledged in advance and all Receivables can be pledged to the Pledgee.

6. AUTHORISATION

The Pledgor may not give payment instructions to the Bank regarding the transfer of monies from the Debt Service Reserve Account.

7. UNDERTAKINGS BY THE BANK

(a) The Bank confirms that it has been given notice of the right of pledge created by this deed. The Bank, effective for the duration of this right of pledge, waives any right of pledge over the Receivables which it may have or at any time acquire under its general banking conditions or otherwise.

(b) The Bank waives any rights of setoff and suspension of performance in respect of the Receivables.

(c) The Bank shall comply with the terms of any written notice or instructions from the Pledgee in any way relating to the Debt Service Reserve Account including any instructions for payments to be made to the operating Expenses Account. The Bank may comply with such notice or instruction without the Pledgor’s approval being required. The Bank is under no obligation to make any inquiry as to the validity of such notice or instruction.

(d) When acting in accordance with the provisions of Clause 6 and this Clause 7, the Bank shall not be liable towards the Pledgor for the debiting of the Debt Service Reserve Account, and the Pledgor hereby irrevocably waives any rights which it may have to hold the Bank liable for any such debiting.

8. RIGHTS OF THE PLEDGEE

(a) Immediately upon the Pledgor providing to the Bank a notice of termination in the form attached at Annex2, the Pledgee shall have the right, without prejudice to any other rights which the Pledgee may have as a pledgee of receivables under [·] law, to demand payment of the Receivables and may take all measures which it deems necessary in connection therewith.

(b) All moneys received by the Pledgee in respect of the Receivables after this security has become enforceable shall be applied by the Pledgee in or towards payment of the Secured Liabilities in the order prescribed by Clause 13.7 (Payments) of the Agreement but without prejudice to the right of the Pledgee to recover any shortfall from the Pledgor.

9. CO-OPERATION

The Pledgor is obliged, with a view to the collection of the Receivables by the Pledgee, to take all measures and render all assistance which the Pledgee, acting reasonably, deems desirable.

10. TERMINATION

The Pledgee is entitled to terminate in whole or in part the right of pledge created over the Receivables by this deed. Notice of termination must be given in writing by the Pledgee to the Pledgor and the Bank.

11. POWER OF ATTORNEY

The Pledgor, by way of security, irrevocably and severally appoints the Pledgee to be its attorney to take any action which the Pledgor is obliged to take under this deed (but which, prior to an Event of Default, the Pledgor has failed, for whatever reason, to take). The parties agree that Section [·] of the [·] Civil Code will not apply and to the extent necessary, Pledgor hereby waives any rights it may have under such Section [·], which waiver the Pledgee hereby accepts.

12. RECORDS OF PLEDGEE

Subject to proof to the contrary, the records of the Pledgee shall be conclusive evidence of the existence and amount of the Secured Liabilities.

13. ILLEGALITY AND UNENFORCEABILITY

If a provision of this deed is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability of any other provision of this deed and the legality, validity or enforceability in other jurisdictions of that or any other provision of this deed.

14. NOTICES

Any notices or other communication under or in connection with this Deed shall be made as provided in Clause 30 of the Agreement.

15. WAIVER/LIABILITY

(a) The Pledgor and the Pledgee hereby waive, to the fullest extent permitted by law, their right to dissolve this deed pursuant to failure in the performance of one or more of their obligations as referred to in Section [·] of the [·] Civil Code or on any other ground.

(b) The Pledgee shall not be obliged to give notice of a sale to the Pledgor, to holders of a restricted right or those who have made an attachment on one of the Receivables as referred to in Sections [·] of the [·] Civil Code.

16. AMENDMENT OF THIS DEED

This deed may only be amended by a written agreement.

17. GOVERNING LAW AND JURISDICTION

(a) This deed of pledge shall be governed by the laws of the Netherlands.

(b) The Pledgor, the Bank and the Pledgee agree that the competent courts of Amsterdam, judging in first instance, shall have jurisdiction with regard to any and all disputes which may arise out of or in connection with this deed.

This deed has been entered into in [·] on [·], 20[·].

[THE OWNER]

______

By:

Name:

Title:

THE EXPORT-IMPORT BANK OF KOREA

______

By:

Name:

Title:

[THE BANK]

______

By:

Name:

Title:

ANNEX 1

Particulars of Debt Service Reserve Account

I Account no. : [·]

Account held in the name of : [THE OWNER]

Bank : [THE BANK]

ANNEX 2

Notice of termination

[THE BANK]

Dear Sirs,

Re: Pledgee's authorisation / Debt Service Reserve Account number: [·] (the "Debt Service Reserve Account")

Reference is made to the deed of disclosed pledge of credit balances on a bank account dated [·], 20[·], by [the Owner] as Pledgor and ourselves as Pledgee (the “Deed”).

We give you notice that an Event of Default has occurred and is continuing and the provisions of Clause 8 of the Deed apply.

As a result, you shall only comply with our instructions regarding the Debt Service Reserve Account. In addition (without prejudice to any other rights which we may have as a pledgee of receivables under [·] law), we have the right to demand payment of any and all monies from the Debt Service Reserve Account and may take all measures which we deem necessary in connection therewith.

Yours faithfully,

The Export-Import Bank of Korea

cc [The Owner]