Deed of Collateral Warranty - TCI News Now!

DATED 11 siyfy 2008JOHNSTON INTERNATIONAL LIMITEDTHE CROWN (IN RIGHT OF ITS GOVERNMENT IN THE TURKS AND CAICOSISLANDS)INTERHEALTH CANADA CONSTRUCTION 8c SERVICES (TCI) LIMITEDOXFORD VENTURES LIMITEDDEED OF COLLATERAL WARRANTYrelating to a project forthe construction of hospitals onGrand Turk and Providenciales, Turks and Caicos Islands

1ContractorJOHNSTON INTERNATIONAL LIMITED (Company No2418) a company duly formed and subsisting under the Lawsof the Turks and Caicos Islands with registered office situateat Governor's Road, Leeward, Providenciales, Turks andCaicos Islands, British West Indies2BeneficiaryTHE CROWN (IN RIGHT OF ITS GOVERNMENT IN THETURKS AND CAICOS ISLANDS) of GovernmentCompound, Grand Turk, Turks and Caicos Islands, BritishWest Indies4EmployerINTERHEALTH CANADA CONSTRUCTION & SERVICES(TCI) LIMnED (company no 11320) a companyincorporated in the Turks and Caicos Islands and having itsregistered office at Richmond House, PO Box 127, LeewardHighway, Providenciales, Turks and Caicos Islands, BritishWest Indies5Contractor'sGuarantorOXFORD VENTURES LIMITED (company number01691157) whose registered office is at CraigmuirChambers, PO Box 71, Road Town, Tortola, British VirginIslands.RECITALSAThe Beneficiary and the Provider have entered into a Project Agreement datedI\ $M%UWY 2008for the provision of primary and secondary healthcare wices for theTurks and Caicos Islands, including the design and construction of these facilities.B The Provider and the Employer have entered into a contract dated 11for the design and construction of the facilities.rw&Y 2008CDBy the Contract, the Employer has employed the Contractor to carry out andcomplete the Works.The Contractor's Guarantor has provided a guarantee of the obligations of theContractor under the Contract.5922799.1 1

EAs a condition of and in consideration of the foregoing, the Contractor has agreedto enter into this agreement for the benefit of the Beneficiary.In consideration of US$10 paid by the Beneficiary to the Contractor and the Contractor’sGuarantor, receipt of which is hereby acknowledged, it is agreed as follows:OPERATIVE PROVISIONS1 Definitions and interpretationBene ficiatyContractFunderFunder WarrantyFunders DirectAgreementProjd AgreementPropertyincludes any person to whom the benefit of thisagreement and/or any rights arising under it have beenvalidly assigned in accordance with clause 7;II T i Wthe contract dated mog Y between theEmployer (1) and the Contractor (2) (and any furtheragreement varying or supplementing it) under whichthe Contractor has agreed to carry out and completethe Works;FirstCaribbean International Bank (Bahamas) Limited ofProvidenciales, Turks and Caicos Islands;a deed made or to be made between the Contractor,the Funder and the Employer in respect of the Worksunder which the Funder has a right equivalent (with theappropriate changes) in all material respects to theright granted by clause 4.1 to the Beneficiary;the agreement dated on or about the date of thisagreement between the Beneficiary, the Funder, theProvider and Interhealth Canada Clinical Services (TCI)Limited;the project agreement entered into between theBeneficiary, the Provider and Interhealth CanadaClinical Services (TCI) Limited on or around the date ofthe Contract for the provision of primary and secondaryhealthcare services in the Turks and Caicos Islands;the property being the Site of the Works inProvidenciales and Grand Turk as more specifically5922799.1 2

the Funder Warranty or that it has no further claimthereunder; orthe Funder has stepped in to, or otherwise, directly orindirectly, taken control over the rights of the Contractorunder, the Funder Warranty (in accordance with itsrights under such agreement) and then stepped outfrom, or otherwise relinquished control of such rightsunder or in connection with such agreement.66.1Use of Proprietary MaterialThe copyright in the Proprietary Material shall remain vested in the Contractor, butthe Contractor grants to the Beneficiary an irrevocable royalty-free non-exclusivelicence to use and to reproduce any or all of the Proprietary Material for anypurpose connected with the Works and/or the Property, including (withoutlimitation) the execution and completion of the Works and the subsequentmaintenance, letting, occupation, management, sale, advertisement, extension,alteration, reinstatement and repair of the Property.6.2 The licence referred to in clause 6.1 carries the right to grant sub-licences on thesame terms as provided for in this agreement and shall be transferable to thirdparties and shall subsist notwithstanding the determination (for any reason) of theContractor's employment under the Contract.6.37The Contractor shall not be liable for the consequences of any use of theProprietary Material for any purpose other than that for which it was prepared.AssignmentThis agreement or the benefit hereof may be assigned by the Beneficiary withoutconsent to any Successor (as defined in the Project Agreement) in relation to theWorks or the completed Works and to any other person with the consent of theContractor, such consent not to be unreasonably withheld or delayed.88.1GuaranteeThe Contractor's Guarantor irrevocably and unconditionally guarantees to theBeneficiary:8.1.1 the full due and punctual performance by the Contractor of all of theobligations on the part of the Contractor under or pursuant to the5922799.1 7

8.2.5 any other act, event, omission or circumstance which but for thisprovision might operate to discharge, lessen or otherwise affect theliability of the Contractor's Guarantor.8.3 The Contractor's Guarantor shall not by any means or on any ground seek torecover from the Contractor (whether by instituting or threatening proceedings orby way of set-off or counterclaim or otherwise) or otherwise prove in competitionwith the Beneficiary in respect of any payment made by the Contractor's Guarantorunder this agreement nor be entitled in competition with the Beneficiary to claim orhave the benefit of any money or liability owed by the Contractor to theBeneficiary. If the Contractor's Guarantor shall receive any monies from theContractor in respect of any payment made by the Contractor's Guarantor underthis agreement, the Contractor's Guarantor shall hold such monies in trust for theBeneficiary for so long as the Contractor's Guarantor shall remain liable orcontingently liable under this agreement.9 LimitationNo action or proceedings for any breach of this agreement shall be commencedagainst the Contractor after the expiry of 12 years following Taking Over.10 SeverabilityIf any term, condition or provision contained in this agreement shall be held to beinvalid, unlawful or unenforceable to any extent, such term, condition or provisionshall not affect the validity, legality or enforceability of the remaining parts of thisagreement.11 Governing law and Jurisdiction11.1 This agreement shall be governed in accordance with the laws of The Turks andCaicos Islands.11.2 Any action, suit, proceeding or dispute in connection with this agreement shall befinally settled under the ICC Arbitration Rules by a 3-member tribunal panel inaccordance with the ICC Arbitration Rules. The place of the arbitration shall bedeemed to be Paris, notwithstanding that hearings may be conducted in TCI orother locations in accordance with the ICC Arbitration Rules. The language of thearbitration shall be English.5922799.1 9

12 CounterpartsThis agreement may be executed in one or more counterparts. Any singlecounterpart or a set of counterparts executed, in either case, by all the parties shallconstitute a full original of this agreement for all purposes.IN WITNESS WHEREOF INTERHEALTH CANADA CONSTRUCTION & SERVICES(TCI) LIMITED, JOHNSTON INTERNATIONAL LIMITED and OXFORD VENTURESLIMITED have caused their respective common seals to be hereunto affixed and THECROWN (IN RIGHT OF ITS GOVERNMENT IN THE TURKS AND CAICOS ISLANDS)acting by its duly authorised representatives has executed this agreement on the date firstabove written.The Common Seal of JOHNSTON )INTERNATIONAL LIMITED was duly )affixed to this agreement in the presence of: )DirectorDirector/Seeretarp-Executed for and on behalf of THE CROWN )(IN RIGHT OF ITS GOVERNMENT IN )THE TURKS AND CAICOS ISLANDS) by )its duly authorised representatives: 1nDeputy Premier and binister of Finance andNational InsurnayeMinister of Hialth and Human Services5922799.110

The Common Seal of INTERHEALTH )CANADA CONSTRUCTION & SERVICES )(TCI) LIMITED was duly affixed to this )agreement in the presence of: 11DirectorDirector/Sew&a+yThe Common Seal of OXFORD VENTURES )LIMITED was duly affixed to this agreement )in the presence of: 1Director5922799.1 11