Sub-clause 12.3.1 above does not apply to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:

Sub-clause 12.9.1 above shall not oblige any Finance Party to do anything, and paragraph # of sub-clause 12.9.1 above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

Sub-clause 19.6.1 does not apply to:

This Clause 28.6 shall not apply:

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in [Section 3.01], this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e. “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement

Subject to Clause 7.4, if the Borrower is compelled by law to make payment subject to deduction of any amounts, then the Borrower shall, if requested by the Lender, make payment to the Lender of such additional amounts as shall yield to the Lender the full amounts which would be paid to the Lender under this Agreement as if such taxes, levies or other charges were not paid, deducted or withheld.

Subject to Clause 1615, the undisputed portion of the Cash Call shall be paid by the Non-Operators into the Joint Bank Account not later than the due date and the Parties shall use their best endeavours to resolve the matter on the disputed portion promptly Upon settlement, the disputed portion or amount agreed, as the case may be, shall be paid by the Non-Operators into the Joint Bank Account not later than 10 days from the date of resolution of the dispute

Subject to Clause 4.4 (Maximum Number) and Clause 5.2 (Completion of Requests) if the Borrower requests in a Request that a Loan be divided into two or more Loans, that Loan will, on the last day of its Term, be so divided into the amounts specified in that Request, having an aggregate amount equal to the amount of and in the same currency as the Loan immediately before its division.

If this Clause 11.3 applies, the rate of interest on each Lender's share of the relevant Loan for the relevant Term shall be the percentage rate per annum which is the sum of:

If this Clause 11.3 applies and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.