Common use of Majority Lenders’ instructions Clause in Contracts

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured Parties. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance Document.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders or, if appropriate the Swap Bank (or, if so instructed by the Majority LendersLenders or, if appropriate the Swap Bank, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority LendersLenders or, if appropriate the Swap Bank. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to or, if appropriate the Agent Swap Bank will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the LendersLenders or the Swap Bank) or under paragraph (d) below until it has received such security Security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), Lenders or the Swap Bank) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesSwap Bank. (e) The Agent Swap Bank shall have no voting rights so long as any obligation is not authorised owing to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any the Lenders under the Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance DocumentDocuments.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable) (or, if so instructed by the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable), refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Facility Agent, as the case may be) and (ii) not be liable to any Finance Party for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable). (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders, the Relevant Revolving Facility Majority Lenders to or the Agent Composite Revolving Facility Majority Lenders (as applicable) will be binding on all the Finance Parties and any instructions given by the Majority Lenders to other than the Security Agent will be binding on all the Secured PartiesTrustee. (c) Each of the Agent and the Security The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Relevant Revolving Facility Majority Lenders, the Composite Revolving Facility Majority Lenders or the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised Document. This paragraph (e) shall not apply to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings proceeding relating to any Finance Documentthe perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

Majority Lenders’ instructions. (a) 34.7.1 Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall shall: (ia) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and ); and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) 34.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security 34.7.3 The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) 34.7.4 In the absence of of, or while awaiting, instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured Finance Parties. (e) 34.7.5 The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in or any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) Hedging Provider in any legal or arbitration proceedings relating to any Finance Document. This clause 34.7.5 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents. 34.7.6 Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall promptly make the appropriate request of the Borrower if such request would be in accordance with the terms of this Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent or Security Agent, as the case may beSecurity Agent for the Finance Parties) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders, provided always that any such instructions shall be consistent with those, if applicable, provided by COFACE to the Facility Agent under the COFACE Cover. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Facility Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest each of the Lenders Facility Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Neither the Facility Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. (f) Each Lender agrees (for the benefit of the other Lenders) to take such action (as advised by the Facility Agent) as may be necessary or advisable at any time to comply with its obligations under or the conditions of the COFACE Cover or to enable the Facility Agent to comply with its obligations under or the conditions of the COFACE Cover. (g) Each Lender agrees (for the benefit of the other Lenders) to comply with its obligations under the COFACE Cover and to take such action as may be necessary to enable the Facility Agent to comply with its obligations under the COFACE Cover. (h) Each Lender irrevocably authorises the Facility Agent to take such action and exercise such rights, powers and discretions, notwithstanding the other provisions of this Agreement, as it may deem necessary for the purpose of preserving the Lenders’ rights under the COFACE Cover.

Majority Lenders’ instructions. (a) Unless a contrary indication appears expressly stated in a the provisions of the Finance DocumentDocuments, the Agent and the Security Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Agent or Security Facility Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) Unless a contrary indication appears expressly stated in a the provisions of the Finance DocumentDocuments, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured PartiesLenders. (c) Each Where a provision of any of the Agent Finance Documents provides for any matter to be determined by reference to the opinion of the Majority Lenders or to be subject to the consent or request of the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders, such opinion, consent, request or instructions shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such opinion, consent, request or instructions are required to be obtained and the Security relevant majority of the Lenders shall have given or issued such opinion, consent, request or instructions but so that the Borrower shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders whether or not this is the case. (d) The Facility Agent may refrain from acting in accordance with decline to take any action except upon the written direction of the Majority Lenders, or the Lenders, as the case may be, and the Facility Agent may obtain a ratification by the Majority Lenders of any action taken by it under the Finance Documents. The Facility Agent shall have no liability to any of the Lenders for any action taken by it upon the instructions of the Majority Lenders (or, or if appropriate, such actions is ratified by the Majority Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders (orLenders, if appropriateor the Lenders, as the case may be, the Lenders), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (ef) The Facility Agent is not authorised authorized to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings relating to any of the Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance DocumentDocuments.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it it, prior to the Closing Date, by the Mandated Lead Arrangers and, on and from the Closing Date, by the Majority Lenders (or, if so instructed by the Mandated Lead Arrangers or Majority LendersLenders (as applicable), refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Facility Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction instruction, prior to the Closing Date, of the Mandated Lead Arrangers and on and from the Closing Date, of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Mandated Lead Arrangers or Majority Lenders to the Agent (as applicable) will be binding on all the Finance Parties and any instructions given by other than the Majority Lenders to the Borrower Security Agent will be binding on all the Secured PartiesTrustee. (c) Each of the Agent and the Security The Facility Agent may refrain from acting in accordance with the instructions of the Mandated Lead Arrangers or Majority Lenders (or, if appropriate, the Lenders) (as applicable) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Mandated Lead Arrangers or the Majority Lenders Lenders, (or, if appropriate, the Lenders), ) (as applicable) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s 's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Senior Finance Document, and in the Agent and case of the Security Agent, subject as provided in the Intercreditor Deed, each Financing Agent shall shall: (i) exercise any right, power, authority or discretion vested in it as such Financing Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Financing Agent, as the case may be) and ); and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Senior Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security Financing Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or otherwise from carrying out any action in relation to the Senior Finance Documents until it has received such indemnities or security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders (or, if appropriate, the LendersMajority Senior Creditors (as defined in the Intercreditor Deed), the each Financing Agent may act (or refrain from taking action) as it considers to be in the best interest interests of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured Finance Parties. (e) The No Financing Agent or the Issuing Lender is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Finance Party’s consent) in any legal or arbitration proceedings relating to any Senior Finance Document. (f) The Agent may at any time, if so requested by the Majority Banks, convene a meeting of the Lenders. References in this Clause 24.7 to “Majority Lenders” shall include the Majority Senior Creditors (as defined in the Intercreditor Deed) where appropriate.

Majority Lenders’ instructions. (a) Unless a contrary indication appears The Senior Agent is fully protected if it acts, or refrains from acting, on the instructions of the Majority Lenders, and is entitled to seek instructions from the Majority Lenders at any time, in a the exercise of any right, power or discretion vested in it or any matter not expressly provided for in the Finance DocumentDocuments and the Senior Agent shall not be liable to any person for any delay (or related consequences) for seeking any such instructions. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions from the Majority Lenders, the Senior Agent may act or refrain from acting as it considers to be in the best interests of all of the Lenders and shall not be liable to any person for any loss occasioned thereby. (b) For the avoidance of doubt, the Senior Agent shall not be responsible for determining whether the Majority Lenders have acted reasonably in relation to any instructions, shall be entitled to assume that the Majority Lenders have acted reasonably in giving any instructions and shall have no liability (save in the case of fraud, gross negligence or wilful misconduct) to any person for acting on such instructions. The Borrower shall be entitled, as between it and the Security Lenders, to dispute whether the Majority Lenders have acted reasonably in relation to such instructions. (c) The Senior Agent shall (i) exercise may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in it as Agent any Party or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) has not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lendersbeen exercised. (bd) Unless The Senior Agent is not authorised to act on behalf of a contrary indication appears Lender (without first obtaining that Lender's consent) in a any legal or arbitration proceedings in connection with any Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (ce) Each of the Agent and the Security The Senior Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require satisfactory to the Senior Agent for any cost, loss or liability (together with any associated VAT) to it, which it may incur in complying with the instructions. (d) In the absence instructions of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured Parties. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance Document.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall : (i) the Facility Agent shall: (A) exercise any right, power, authority or discretion vested in it as Agent Facility Agent, or Security Agent (as the case may be) otherwise act, in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Facility Agent, as the case may be) and ); and (iiB) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders; (ii) the Security Agent shall: (A) exercise any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Facility Agent (or, if so instructed by the Facility Agent, refrain from exercising any right, power, authority or discretion vested in it as Security Agent); and (B) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Facility Agent. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to (in the case of the Facility Agent) or the Facility Agent (in the case of the Security Agent) will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, in the Lenderscase of the Facility Agent) or the Facility Agent (in the case of the Security Agent) or under sub-clause (d) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATTax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, or if appropriate the Lenders (or, if appropriate, in the Lenderscase of the Facility Agent) or the Facility Agent (in the case of the Security Agent), the each Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The No Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of Document. (f) If a Secured Party Lender does not respond (without first obtaining that Secured Party’s consentwhether positively or negatively) in any legal or arbitration proceedings relating to any request made by the Facility Agent for any instruction or any approval or any consent under or in connection with any Finance DocumentDocument within ten Business Days of the Facility Agent’s request for instruction, approval or consent then that Lender’s participation in all Loans or Commitments shall be excluded from the aggregate for the purpose of determining whether the necessary percentage has been achieved for the definition of Majority Lenders.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (ia) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Agent or as Security Agent, as the case may be) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties Lenders and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured PartiesArranger. (c) Each of the The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the LendersLenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documents) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders)Lenders or, if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s 's consent) in any legal or arbitration proceedings relating to any Finance Document. (f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties. (h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.17 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as the Facility Agent) , (ii) be entitled to assume that the Majority Lenders have appropriately made such instructions in accordance with the provisions of the Finance Documents and unless a clear notice of cancellation is received, the instructions have not been cancelled when they are received by the Facility Agent or Security Agent, as the case may be) and (iiiii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of As to whether (and in which form) to exercise or not exercise any instructions given to it as the Facility Agent and by the Security Majority Lenders for any rights, powers, authority or discretion, the Facility Agent may require the Majority Lenders to give further clarification or explanation. The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders or under paragraph (or, if appropriate, e) below until it has received such clarification or explanation. (d) The Facility Agent may refrain from acting in accordance with the Lendersinstructions of the Majority Lenders or under paragraph (e) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATindirect tax) which it may incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders (or, if appropriateLenders, the Lenders), the Facility Agent may act (or refrain from taking action) acting as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured Partiesproper manner. (ef) The None of the Facility Agent is not authorised (without first obtaining a Lender’s consent) to act on behalf of a that Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance Document.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance an Interim Document, the Interim Facility Agent and the Interim Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Interim Facility Agent or Interim Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or another required majority of Interim Lenders, as applicable) or, if so instructed by the Majority Lenders (or another required majority of Interim Lenders, as applicable), refrain from exercising any right, power, authority or discretion vested in it as Interim Facility Agent or Interim Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders (or another required majority of Interim Lenders, as applicable) or those Interim Lenders indicated by any such contrary indication. (b) Unless a contrary indication appears in a Finance an Interim Document, any instructions given by the Majority Lenders to the Agent (or another required majority of Interim Lenders, as applicable) or those Interim Lenders indicated by any such contrary indication will be binding on all the Interim Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Interim Facility Agent and the Interim Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (oror another required majority of Interim Lenders, if appropriate, the Lendersas applicable) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Interim Lenders (or, if appropriate, or a required majority of the Interim Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest each of the Lenders Interim Facility Agent and the Interim Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesInterim Lenders, as the case may be. (e) The Neither the Interim Facility Agent nor the Interim Security Agent is not authorised to act on behalf of a an Interim Lender (without first obtaining that Lender’s Interim ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Interim Document. (f) The Interim Security Agent authorised shall only exercise rights under an Interim Security Agreement (including enforcing any Interim Security thereunder) if instructed to act on behalf do so by the Instructing Group which at such time is permitted to give such instructions to the Interim Security Agent in accordance with the terms of a Secured Party this Agreement. (without first obtaining that Secured Party’s consentg) in any legal or arbitration proceedings relating to any Finance Document.For the avoidance of doubt, Clause 4.3 (Certain Funds), Clause 20.8 (Excluded matters), Clause

Majority Lenders’ instructions. (a) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, the Agent and the Security Facility Agent shall (i) act and exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or the Super Majority Lenders, as the case may be) (or, if so instructed by the Majority Lenders (or the Super Majority Lenders, as the case may be), refrain from acting or exercising any right, power, authority or discretion vested in it as Agent or Security Facility Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction such instructions of the Majority Lenders (or the Super Majority Lenders, as the case may be). (b) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to (or the Agent Super Majority Lenders, as the case may be) will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or the Super Majority Lenders, as the case may be) (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders (or the Super Majority Lenders, as the case may be), (or, if appropriate, the Lenders), ) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised Document. This paragraph (e) shall not apply to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents. (f) In the event: (i) the Facility Agent sends a written notice to the relevant Lenders requesting consent from the Majority Lenders (or the Super Majority Lenders, as the case may be) in respect of any Finance Documentamendment or waiver that may be made with the consent of the Majority Lenders (or the Super Majority Lenders, as the case may be) under the terms of this Agreement; (ii) the notice sent by the Facility Agent requests instructions are provided to it by the relevant Lenders within a period of at least 10 Business Days from the date of the notice (the “Notice Period”); and (iii) the Facility Agent has not received instructions from all the relevant Lenders at the end of the Notice Period and the instructions it has received from those Lenders who have responded (the “Applicable Lenders”) do not constitute instructions from the Majority Lenders (or the Super Majority Lenders, as the case may be) in either the affirmative or the negative, then at the close of business on the last day of the Notice Period the Agent shall determine: (A) if there are no Loans then outstanding, the proportion of Commitments of the Applicable Lenders who have given consent to the Total Commitments of all Applicable Lenders; and (B) at any other time, the proportion of the participations in the Loans then outstanding of the Applicable Lenders who have given the consent to the amount of all the participations in the Loans then outstanding of those Applicable Lenders. If such calculations show that consent has been received from 66 2/3 per cent. (in the case of the Majority Lenders) or 90 per cent. (in the case of the Super Majority Lenders) by Commitment, then the Facility Agent shall be deemed to have received consent from the Majority Lenders (or the Super Majority Lenders as the case may be) for all purposes under this Agreement.

Majority Lenders’ instructions. (a) 27.6.1 Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any actionacting) in accordance with an instruction of the Majority Lenders. 27.6.2 The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (bor, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) Unless as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. 27.6.3 Save in the case of decisions stipulated to be a matter for any other Lender or the Majority Lender under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders to the Agent shall override any conflicting instructions given by any other Parties and will be binding on all the Finance Parties and any instructions given by the Majority Lenders to other than the Security Agent will be binding on all the Secured PartiesAgent. (c) Each of the Agent and the Security 27.6.4 The Agent may refrain from acting in accordance with the any instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such any indemnification and/or security as that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the those instructions. (d) 27.6.5 In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), ) the Agent may act (or refrain from taking actionacting) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) 27.6.6 The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised Document. This Clause 27.6.6 shall not apply to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings proceeding relating to any Finance Documentthe perfection, preservation or protection of rights under the Security Documents or enforcement of Transaction Security or the Security Documents.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority LendersLenders or such Lenders indicated by any such contrary indication. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to other than the Security Agent will be binding on all the Secured PartiesAgent. (c) Each of the Agent and the Security The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or applicable group of Lenders) until it has received such security or indemnification as it may reasonably require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders or applicable group of Lenders), ) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s L▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents. (f) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (g) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, Agent as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to other than the Security Agent will be binding on and all the Secured PartiesHedge Counterparties. (c) Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Neither the Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised Document. This paragraph (e) shall not apply to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings proceeding relating to any Finance Documentthe perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents. (f) The Hedge Counterparties (in their capacity as such) shall have no right to give instructions to the Agent or the Security Agent, and shall be bound by the instructions given by the Majority Lenders to the Agent or the Security Agent.

Majority Lenders’ instructions. (ai) Unless a contrary indication appears in a Finance Document, prior to the Agent and Senior Discharge Date the Security Agent shall (iA) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (iiB) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (ii) Unless a contrary indication appears in a Finance Document, after the Senior Discharge Date the Agent shall (A) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Hedging Banks or, if so instructed by the Majority Hedging Banks, refrain from exercising any right, power, authority or discretion vested in it as Agent and (B) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with the instructions of the Majority Hedging Banks. (iii) The Security Agent shall (A) exercise any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent (or, if so instructed by the Agent, refrain from exercising any right, power, authority or discretion vested in it as Security Agent) and (B) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with the instruction of the Agent and (C) have no obligation to act or refrain from acting until so instructed. (b) Unless a contrary indication appears in a Finance Document, (i) prior to the Senior Discharge Date any instructions given by the Majority Lenders to and (ii) after the Agent will be binding on all the Finance Parties and Senior Discharge Date any instructions given by the Majority Lenders to the Security Agent Hedging Banks will be binding on all the Secured Parties. (c) Each of the Agent and the Security The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or the Majority Hedging Banks (or, if appropriate, the Hedging Banks) and the Security Agent may refrain from acting in accordance with the instructions of the Agent until (in either case, as the case may be) it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers or, after the Senior Discharge Date, the Majority Hedging Banks (or if appropriate, the Hedging Banks) to be in the best interest of the Lenders and each Hedging Bank but the Security Agent may shall have no obligation to act (or refrain from taking action) as it considers to be in the best interest of the Secured Partiesacting. (e) The Neither the Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document Document. (f) Neither the Agent nor is the Security Agent is authorised to act on behalf of a Secured Party Hedging Bank (without first obtaining that Secured PartyHedging Bank’s consent) in any legal or arbitration proceedings relating to any Finance Document.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority LendersLenders or such Lenders indicated by any such contrary indication. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to other than the Security Agent will be binding on all the Secured PartiesAgent. (c) Each of the Agent and the Security The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or applicable group of Lenders) until it has received such security or indemnification as it may reasonably require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders or applicable group of Lenders), ) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents. (f) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (g) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. 133 Project Meria: Senior Facilties Agreement

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance DocumentDocument and subject to paragraph (f) below, the Agent and the Security Agent Technical Bank shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) Technical Bank in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may beTechnical Bank) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security Agent The Technical Bank may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VATgoods and services tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent Technical Bank may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Agent Technical Bank is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is Document. (f) If the Security Agent authorised to act on behalf of Borrower or any other Obligor requests that the Technical Bank or the Majority Lenders grant a Secured Party (without first obtaining that Secured Party’s consent) consent or approval as provided in any legal or arbitration proceedings relating to any Finance Document, or that the Technical Bank or the Majority Lenders waive compliance with any provision of the same, or that the Technical Bank or the Majority Lenders make any determination in any Finance Document, and in the request therefore to the Lenders, the Technical Bank specifies that such consent, approval, waiver or determination is to be deemed to be approved by each Lender who fails to respond negatively in writing within ten Business Days (or such longer period as the Technical Bank may specify, acting reasonably) (and the Technical bank hereby agrees that it will so specify in any such request), then for all purposes hereof, each Lender who does not respond in the negative within such period thus specified shall be deemed to have approved such request.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the BPIFAE Agent and the Security Agent shall shall: (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and it); and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) Unless Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears appears in a Finance Document, any instructions given to the BPIFAE Agent by the Majority Lenders to the Agent shall override any conflicting instructions given by any other Parties and will be binding on all the Finance Parties and any instructions given by the Majority Lenders to Parties, save for the Security Agent will be binding on all the Secured PartiesAgent. (c) Each of the BPIFAE Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such indemnification and/or security as it may in its sole discretion require for any cost, loss or liability (together with any associated VAT), and which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) which it may incur in complying with the those instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest each of the Lenders BPIFAE Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Each of the BPIFAE Agent and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the BPIFAE Agent and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (f) Neither the BPIFAE Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised Document. This paragraph (f) shall not apply to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings proceeding relating to any Finance Documentthe perfection, preservation or protection of rights under the Security Documents or enforcement of the security interests or the Security Documents. (g) The Security Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent) that all instructions given to it by the BPIFAE Agent, if required to be approved by the Majority Lenders, have been so approved.

Majority Lenders’ instructions. (a) 29.10.1 Unless a contrary indication appears in a Finance Document, the Facility Agent and the Security Agent Sustainability Agent, as applicable shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders or Majority Sustainability Lenders (or, if so instructed by the Majority Lenders or Majority Sustainability Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Facility Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders or Majority Sustainability Lenders. (b) 29.10.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent or Majority Sustainability Lenders, as applicable, will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security 29.10.3 The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders or Majority Sustainability Lenders, as applicable (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) 29.10.4 In the absence of instructions from the Majority Lenders or Majority Sustainability Lenders, as applicable, (or, if appropriate, the Lenders), ) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) 29.10.5 The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.. Common Terms Agreememt_Execution

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent or Security Agent, as the case may beSecurity Agent for the Finance Parties) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders, provided always that any such instructions shall be consistent with those, if applicable, provided by Sinosure to the Facility Agent under the Sinosure Cover. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Facility Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest each of the Lenders Facility Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Neither the Facility Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. (f) Each Lender agrees (for the benefit of the other Lenders) to take such action (as advised by the Facility Agent) as may be necessary or advisable at any time to comply with its obligations under or the conditions of the Sinosure Cover or to enable the Facility Agent to comply with its obligations under or the conditions of the Sinosure Cover. (g) Each Lender agrees (for the benefit of the other Lenders) to comply with its obligations under the Sinosure Cover and to take such action as may be necessary to enable the Facility Agent to comply with its obligations under the Sinosure Cover. (h) Each Lender irrevocably authorises the Facility Agent to take such action and exercise such rights, powers and discretions, notwithstanding the other provisions of this Agreement, as it may deem necessary for the purpose of presenting the Lenders’ rights under the Sinosure Cover.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority LendersLenders or such Lenders indicated by any such contrary indication. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to other than the Security Agent will be binding on all the Secured PartiesAgent. (c) Each of the Agent and the Security The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or applicable group of Lenders) until it has received such security or indemnification as it may reasonably require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders or applicable group of Lenders), ) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s L▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents. (f) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (g) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. 133 Project Meria: Senior Facilties Agreement

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance DocumentDocument and subject to paragraph (f) below, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent Trustee (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VATgoods and services tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may engage in any act (or refrain from taking such action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is Document. (f) If the Security Borrower or any other Obligor requests that the Agent authorised to act on behalf of or the Majority Lenders grant a Secured Party (without first obtaining that Secured Party’s consent) consent or approval as provided in any legal or arbitration proceedings relating to any Finance Document, that the Agent or the Majority Lenders waive compliance with any provision of the same, or that the Agent or the Majority Lenders make any determination in any Finance Document, and in the request therefore to the Lenders, the Agent specifies that such consent, approval, waiver or determination is to be deemed to be approved or made by each Lender who fails to respond negatively in writing within ten Business Days (or such longer period as the Agent may specify, acting reasonably) (and the Agent hereby agrees that it will so specify in any such request), then for all purposes hereof, each Lender who does not respond in the negative within such period thus specified shall be deemed to have approved such request.

Majority Lenders’ instructions. (a) 26.7.1 Unless a contrary indication appears in a Finance Document, the Agent and the Security Facility Agent shall (ia) exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Facility Agent, as the case may be) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) 26.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security 26.7.3 The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) 26.7.4 In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), ) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and Lenders. 26.7.5 Neither Facility Agent nor the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured Parties. (e) The Agent is not Trustee are authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is Document. 26.7.6 Unless a contrary indication appears in a Finance Document, the Security HUF Agent authorised shall (a) act in accordance with any instructions given to it by the Facility Agent (or, if so instructed by the Facility Agent, refrain from acting or exercising any right, power, authority or discretion vested in it as HUF Agent) and (b) not be liable for any act on behalf of a Secured Party (without first obtaining that Secured Party’s consentor omission) if it acts (or refrains from taking any action) in any legal or arbitration proceedings relating to any accordance with such instruction of the Facility Agent (the Facility Agent in each case acting on the instructions of the Majority Lenders (or, if appropriate, the Lenders) as required under the Finance DocumentDocuments).

Majority Lenders’ instructions. (a) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, the Facility Agent and the Security Agent shall each (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction such instructions of the Majority Lenders. (b) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the The Facility Agent and the Security Agent may each refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), ) the Facility Agent and the Security Agent may each act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Neither the Facility Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised Document. This paragraph (e) shall not apply to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents. (f) In the event that: (i) the Facility Agent sends a written notice to the relevant Lenders requesting consent from the Majority Lenders in respect of any Finance Documentamendment or waiver that may be made with the consent of the Majority Lenders under the terms of this Agreement; (ii) the notice sent by the Facility Agent requests instructions are provided to it by the relevant Lenders within a period of at least 10 Business Days from the date of the notice (the Notice Period); and (iii) the Facility Agent has not received instructions from all the relevant Lenders at the end of the Notice Period and the instructions it has received from those Lenders who have responded (the Applicable Lenders) do not constitute instructions from the Majority Lenders in either the affirmative or the negative, then at the close of business on the last day of the Notice Period the Agent shall determine: (A) if no Loan is then outstanding, the proportion of Commitments of the Applicable Lenders who have given consent to the Total Commitments of all Applicable Lenders; and (B) at any other time, the proportion of the participations in the Loans then outstanding of the Applicable Lenders who have given the consent to the amount of all the participations in the Loans then outstanding of those Applicable Lenders. If such calculations show that consent has been received from 66 2/3 per cent, of the Applicable Lenders by Commitment, then the Facility Agent shall be deemed to have received consent from the Majority Lenders for all purposes under this Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, Each of the Facility Agent and the Security Trustee is fully protected if it acts on the instructions of the Majority Lenders (or, as the case may be, the Tranche A Majority Lenders or the Tranche B Majority Lenders or (in the case of the Security Trustee) the Facility Agent) in the exercise of any right, power or discretion or any matter not otherwise expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, then unless the Finance Documents expressly provide that the Facility Agent or, as the case may be, the Security Trustee acts on the instructions of the Tranche A Majority Lenders or the Tranche B Majority Lenders in exercising the relevant right, power or discretion, the Facility Agent or, as the case may be, the Security Trustee may act as it considers to be in the best interests of all the Lenders. (b) Each Lender acknowledges and confirms that, unless expressly provided for to the contrary in the Finance Documents, it shall act in a reasonable manner when reaching any decision as to the exercise or non-exercise of any right, power or discretion by the Facility Agent. (ic) exercise The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in it as Agent any Party or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (, the Tranche A Majority Lenders or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Tranche B Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructionsnot been exercised. (d) In Neither the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and nor the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured Parties. (e) The Agent Trustee is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to connection with any Finance Document. (e) The Facility Agent or, as the case may be, the Security Trustee may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders (or, as the case may be, the Tranche A Majority Lenders or the Tranche B Majority Lenders).

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable) (or, if so instructed by the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite 63140965_9 Revolving Facility Majority Lenders (as applicable), refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Facility Agent, as the case may be) and (ii) not be liable to any Finance Party for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable). (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders, the Relevant Revolving Facility Majority Lenders to or the Agent Composite Revolving Facility Majority Lenders (as applicable) will be binding on all the Finance Parties and any instructions given by the Majority Lenders to other than the Security Agent will be binding on all the Secured PartiesTrustee. (c) Each of the Agent and the Security The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Relevant Revolving Facility Majority Lenders, the Composite Revolving Facility Majority Lenders or the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised Document. This paragraph (e) shall not apply to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings proceeding relating to any Finance Documentthe perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable) (or, if so instructed by the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable), refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Facility Agent, as the case may be) and (ii) not be liable to any Finance Party for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable). (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders, the Relevant Revolving Facility Majority Lenders to or the Agent Composite Revolving Facility Majority Lenders (as applicable) will be binding on all the Finance Parties and any instructions given by the Majority Lenders to other than the Security Agent will be binding on all the Secured PartiesTrustee. (c) Each of the Agent and the Security The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Relevant Revolving Facility Majority Lenders, the Composite Revolving Facility Majority Lenders or the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.. 142 63529049_1 (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised Document. This paragraph (e) shall not apply to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings proceeding relating to any Finance Documentthe perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent or Security Agent, as the case may beSecurity Agent for the Finance Parties) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders, provided always that any such instructions shall be consistent with those, if applicable, provided by Sinosure to the Facility Agent under the Sinosure Cover. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Facility Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest each of the Lenders Facility Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The Neither the Facility Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. (f) Each Lender agrees (for the benefit of the other Lenders) to take such action (as advised by the Facility Agent) as may be necessary or advisable at any time to comply with its obligations under or the conditions of the Sinosure Cover or to enable the Facility Agent to comply with its obligations under or the conditions of the Sinosure Cover. (g) Each Lender agrees (for the benefit of the other Lenders) to comply with its obligations under the Sinosure Cover and to take such action as may be necessary to enable the Facility Agent to comply with its obligations under the Sinosure Cover. (h) Each Lender irrevocably authorises the Facility Agent to take such action and exercise such rights, powers and discretions, notwithstanding the other provisions of this Agreement, as it may deem necessary for the purpose of preserving the Lenders’ rights under the Sinosure Cover.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Documentthis Agreement, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority LendersLenders or those Lenders indicated by any such contrary indication. (b) Unless The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary indication appears in a Finance Documentthis Agreement, any instructions given by the Majority Lenders to the Agent shall override any conflicting instructions given by any other party and will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured PartiesLenders. (cd) Each of the Agent and the Security The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received any indemnification and/or such security and/or pre-funding as it may in its discretion require (which may be greater in extent than that contained in this Agreement and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), ) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (ef) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender▇▇▇▇▇▇’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance Documentthis Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent and the Security Agent shall shall: (i) exercise any right, power, authority or discretion vested in it as the Facility Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders or if the Finance Document stipulates that the matter is an all Lender decision, all Lenders (or, if so instructed by the VP/#65700180 Majority Lenders (or if applicable all Lenders), refrain from exercising any right, power, authority or discretion vested in it as Agent or Security the Facility Agent, as the case may be) and ); and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Facility Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (cd) Each of the Agent and the Security The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (e) below until it has received such indemnity, security and/or prefunding as it may require (which may be greater in extent than that contained in the Finance Documents and whether by way of payment in advance or otherwise) for any cost, loss or liability (Losses together with any associated VAT) Value Added Tax thereon which it may expend or incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), ) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent case may act (or refrain from taking action) as it considers to be in the best interest of the Secured Partiesbe. (ef) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party▇▇▇▇▇▇’s consent) in any legal or arbitration proceedings relating to any Finance Document.

Majority Lenders’ instructions. (a) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, the Facility Agent and the Security Agent shall each (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction such instructions of the Majority Lenders. (b) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the The Facility Agent and the Security Agent may each refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) (including bringing any legal action or proceedings arising out of or in connection with the Finance Documents) until it has received such security security, indemnity and/or prefunding as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), ) the Facility Agent and the Security Agent may each act (or refrain from taking action) as it considers to be in the best interest of the Lenders to the extent it deems appropriate, taking into account its rights and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured Partiesobligations under this Agreement. (e) The Neither the Facility Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised Document. This paragraph (e) shall not apply to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents. (f) The Facility Agent and the Security Agent shall be entitled to request instructions, or clarification of any Finance Documentdirection, from the Majority Lenders as to whether, and in what manner, they should exercise or refrain from exercising any rights, powers, authorities and discretions and the Facility Agent and/or the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (g) In the event that: (i) the Facility Agent sends a written notice to the relevant Lenders requesting consent from the Majority Lenders in respect of any amendment or waiver that may be made with the consent of the Majority Lenders under the terms of this Agreement; (ii) the notice sent by the Facility Agent requests instructions are provided to it by the relevant Lenders within a period of at least 10 Business Days from the date of the notice (the “Notice Period”); and (iii) the Facility Agent has not received instructions from all the relevant Lenders at the end of the Notice Period and the instructions it has received from those Lenders who have responded (the “Applicable Lenders”) do not constitute instructions from the Majority Lenders in either the affirmative or the negative, then at the close of business on the last day of the Notice Period the Facility Agent shall determine: (A) if no Loan is then outstanding, the proportion of Commitments of the Applicable Lenders who have given consent to the Total Commitments of all Applicable Lenders; and (B) at any other time, the proportion of the participations in the Loans then outstanding of the Applicable Lenders who have given the consent to the amount of all the participations in the Loans then outstanding of those Applicable Lenders. If such calculations show that consent has been received from more than 50 per cent. of the Applicable Lenders by Commitment, then the Facility Agent shall be deemed to have received consent from the Majority Lenders for all purposes under this Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall : (i) the Facility Agent shall: (A) exercise any right, power, authority or discretion vested in it as Agent Facility Agent, or Security Agent (as the case may be) otherwise act, in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Facility Agent, as the case may be) and ); and (iiB) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders; (ii) the Security Agent shall: (A) exercise any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Facility Agent (or, if so instructed by the Facility Agent, refrain from exercising any right, power, authority or discretion vested in it as Security Agent); and (B) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Facility Agent. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to (in the case of the Facility Agent) or the Facility Agent (in the case of the Security Agent) will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, in the Lenderscase of the Facility Agent) or the Facility Agent (in the case of the Security Agent) or under clause 27.7(d) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATTax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, or if appropriate the Lenders (or, if appropriate, in the Lenderscase of the Facility Agent) or the Facility Agent (in the case of the Security Agent), the each Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured PartiesLenders. (e) The No Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of Document. (f) If a Secured Party Lender does not respond (without first obtaining that Secured Party’s consentwhether positively or negatively) in any legal or arbitration proceedings relating to any request made by the Facility Agent for any instruction or any approval or any consent under or in connection with any Finance DocumentDocument within 10 Business Days of the Facility Agent’s request for instruction, approval or consent then that Lender’s participation in all Loans or Commitments shall be excluded from the aggregate for the purpose of determining whether the necessary percentage has been achieved for the definition of Majority Lenders.

Majority Lenders’ instructions. (a) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, the Facility Agent and the Security Agent shall each (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction such instructions of the Majority Lenders. (b) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent will be binding on all the Finance Parties and any instructions given by the Majority Lenders to the Security Agent will be binding on all the Secured Parties. (c) Each of the The Facility Agent and the Security Agent may each refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) (including bringing any legal action or proceedings arising out of or in connection with the Finance Documents) until it has received such security security, indemnity and/or prefunding as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders Lenders, (or, if appropriate, the Lenders), ) the Facility Agent and the Security Agent may each act (or refrain from taking action) as it considers to be in the best interest of the Lenders to the extent it deems appropriate, taking into account its rights and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured Partiesobligations under this Agreement. (e) The Neither the Facility Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document nor is the Security Agent authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s 's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents. (f) The Facility Agent and the Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders as to whether, and in what manner, they should exercise or refrain from exercising any rights, powers, authorities and discretions and the Facility Agent and/or the Security Agent may LEGAL_EU # 10964296.8 refrain from acting unless and until those instructions or clarification are received by it. (g) In the event that: (i) the Facility Agent sends a written notice to the relevant Lenders requesting consent from the Majority Lenders in respect of any amendment or waiver that may be made with the consent of the Majority Lenders under the terms of this Agreement; (ii) the notice sent by the Facility Agent requests instructions are provided to it by the relevant Lenders within a period of at least 10 Business Days from the date of the notice (the "Notice Period"); and (iii) the Facility Agent has not received instructions from all the relevant Lenders at the end of the Notice Period and the instructions it has received from those Lenders who have responded (the "Applicable Lenders") do not constitute instructions from the Majority Lenders in either the affirmative or the negative, then at the close of business on the last day of the Notice Period the Facility Agent shall determine: (A) if no Loan is then outstanding, the proportion of Commitments of the Applicable Lenders who have given consent to the Total Commitments of all Applicable Lenders; and (B) at any other time, the proportion of the participations in the Loans then outstanding of the Applicable Lenders who have given the consent to the amount of all the participations in the Loans then outstanding of those Applicable Lenders. If such calculations show that consent has been received from more than 50 per cent. of the Applicable Lenders by Commitment, then the Facility Agent shall be deemed to have received consent from the Majority Lenders for all purposes under this Agreement.