AMENDED AND RESTATED MASTER INDEMNITY AGREEMENT

WHEREAS the Principal has entered into an amended and restated master facility agreement dated the 24 ^th day of October, 2005 with EDC (the “Amended and Restated Facility Agreement”) pursuant to which EDC has agreed to provide certain types of support to the Principal under the Small Bonds Facility and the General Support Facility through the issuance of guarantee bonds and other instruments so as to enable the Principal, or other affiliated entities designated by the Principal, to obtain assistance from financial institutions;

AND WHEREAS the Amended and Restated Facility Agreement contemplates the execution and delivery of this amended and restated master indemnity agreement, reflecting amendments to the master indemnity agreement dated February 14, 2003 between the parties hereto;

NOW THEREFORE in consideration of the premises, the agreement of EDC under the Amended and Restated Facility Agreement to provide support to the Principal and other good and valuable consideration, the receipt and sufficiency of which the Principal hereby acknowledges, the Principal covenants and agrees with EDC as follows:

1.

DEFINITIONS

Capitalized words and phrases used in this Indemnity Agreement shall have the meaning attributed to them herein or where they are not specifically defined herein shall have the same meaning as given to them in the Amended and Restated Facility Agreement.

In this Indemnity Agreement the plural includes the singular and vice versa.

References to any agreement (including without limitation the Amended and Restated Facility Agreement) or other instrument are deemed to include such agreement or other instrument as it may be modified, amended, supplemented or restated in accordance with its terms.

" Beneficiary ” means any Person with whom EDC has entered into an EDC Support Agreement in order to provide Support;

(a)

In consideration of the Support to be provided by EDC under the Small Bonds Facility pursuant to the Amended and Restated Facility Agreement, the Principal hereby unconditionally and irrevocably agrees to indemnify EDC, against all claims and demands made against EDC under or with respect to the EDC Support Agreements executed with respect to the Small Bonds Facility, including any amount that EDC pays under such EDC Support Agreements, and against all costs (including the costs of enforcing the indemnity under this Section 2(a)), expenses and damages incurred by EDC, directly or indirectly, and arising or resulting from such claims or demands. The Principal also agrees, as part of its indemnification obligations under this Section 2(a), to pay interest to EDC at Libor plus such margin per annum as is separately agreed in writing by EDC and the Principal on any amount for which indemnification is to be provided under this Section 2(a) (including the said costs and expenses), such interest to accrue from the date of demand by EDC to the date of payment both before and after demand and judgment.

(b)

In consideration of the Support to be provided by EDC under the General Support Facility pursuant to the Amended and Restated Facility Agreement, the Principal hereby unconditionally and irrevocably agrees to indemnify EDC against all

claims and demands made against EDC under or with respect to the EDC Support Agreements executed with respect to the General Support Facility, including any amount that EDC pays under such EDC Support Agreements or any unpaid amount owed to EDC as a result of the exercise by EDC of any put or similar right in respect of any such EDC Support Agreements, and against all costs (including the costs of enforcing the indemnity under this Section 2(b)), expenses and damages incurred by EDC, directly or indirectly, and arising or resulting from such claims or demands. The Principal also agrees, as part of its indemnification obligations under this Section 2(b), to pay interest to EDC at Libor plus such margin per annum as is separately agreed in writing by EDC and the Principal on any amount for which indemnification is to be provided under this Section 2(b) (including the said costs and expenses), such interest to accrue from the date of demand by EDC to the date of payment both before and after demand and judgment.

(c)

Payments due to EDC hereunder shall be made to EDC in the currency in which the relevant payment or payments under the EDC Support Agreements for which indemnification is being sought under Section 2(a) or Section 2(b), as applicable, were made by EDC and, in the case of costs and expenses, in the currency in which such costs and expenses were incurred.

(d)

The Principal agrees that its liability hereunder shall not be varied or discharged by reason of the EDC Support Agreements or any of them, or any related document, being or becoming, in whole or in part, illegal, unenforceable, void or discharged, or by reason of any negligence on the part of EDC except to the extent that such negligence constitutes gross negligence or wilful misconduct in which case the liability of the Principal hereunder shall be varied or discharged, but only to the extent that such gross negligence or wilful misconduct: (i) was the direct and primary cause of a claim or demand being made against EDC under an EDC Support Agreement; or (ii) increased the liability of the Principal hereunder. The Principal’s liability hereunder shall not otherwise be varied, discharged or released except by full payment to EDC of all amounts payable to EDC hereunder. Without limiting the foregoing,