Common use of Undertakings Clause in Contracts

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject The Beneficiary Member State undertakes, in relation to Clause 4.2General Government Debt, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor thatuntil such time as all Financial Assistance has been fully reimbursed and all interest and additional amounts, subject to if any, due under this Agreement (including the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakingsFacility Specific Terms) provided that, notwithstanding any other provision in this Agreementhave been fully paid: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve with the validity, existence or priority exception of any of its rights and Claims those encumbrances enumerated in Sub-paragraphs (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plana)(ii)(1) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make(a)(ii)(8) below: (i) an Interim Distribution that is not less than US$75 million to secure by mortgage, pledge or any other encumbrance upon its own assets or revenues any present or future Relevant Indebtedness and any guarantee or indemnity given in respect thereof, unless the Notes Trustee Financial Assistance shall, at the same time, share pari passu and the Club Loan Agent pro rata in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelysuch security; and (ii) not to grant to any other creditor or holder of its sovereign debt any priority over its obligations under this Agreement. The grant of the SFR Distribution following encumbrances shall not constitute a breach of this Clause: (1) encumbrances upon any property incurred to secure the purchase price of such property and any renewal or extension of any such encumbrance which is limited to the Notes Trustee original property covered thereby and which secures any renewal or extension of the original secured financing; and (2) encumbrances on commercial goods arising in the course of ordinary commercial transactions (and expiring at the latest within one year thereafter) to finance the import or export of such goods into or from the country of the Beneficiary Member State; and (3) encumbrances securing or providing for the payment of Relevant Indebtedness incurred exclusively in order to provide financing for a specific investment project, provided that the properties to which any such encumbrances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the project; and (4) any other encumbrances in existence on the date of the signing of this Agreement, provided that such encumbrances remain confined to the properties presently affected thereby and properties which become affected by such encumbrances under contracts in effect on the date of the signing of this Agreement (including for the avoidance of doubt the crystallisation of any floating charge which had been entered into at the date of this Agreement) and provided further that such encumbrances secure or provide for the payment of only those obligations so secured or provided for on the date hereof or any refinancing of such obligations; and (5) all other statutory encumbrances and privileges which operate solely by virtue of law and which cannot be reasonably avoided by the Beneficiary Member State; and (6) any encumbrance granted or consented to under a securitisation transaction which has been consented to in advance by EFSF provided that such transaction is consistent with the policy conditions of the MoU and is accounted for in national accounts in accordance with ESA 95 principles and Eurostat guidance on securitisation operations conducted by Member States' governments; and (7) any encumbrance securing the Beneficiary Member State's obligations to any central securities depository, such as Euroclear or Clearstream, given in the normal course of the Beneficiary Member State's business; and (8) any encumbrance securing an indebtedness of less than EUR 3 million provided that the maximum aggregate of all indebtedness secured by such encumbrances shall not exceed EUR 50 million. As used in this Clause, "financing for a specific investment project" means any financing of the acquisition, construction or development of any properties in connection with a project if the providing entity for such financing expressly agrees to look to the properties financed and the revenues to be applied generated by the operation of, or loss or damage to, such properties as the principal source of repayment for the moneys advanced; (b) to utilise all Financial Assistance consistently with the Decision as in force at the relevant time and in accordance with the Existing Indenture.MoU as the same has been modified or supplemented as at the date of the Request for Funds applicable to such Financial Assistance; 4.2 Nothing (c) to obtain and maintain in full force and effect all authorisations necessary for it and HFSF to comply with its obligations under this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole including the Facility Specific Terms) and absolute discretion) determines that such action (or omission):each Pre-Funding Agreement; (ad) would be contrary to ensure that at all times all Financial Assistance made available to the Beneficiary Member State under the Facilities shall constitute an unsecured (save to the extent of any security provided in accordance with Clause 5(2)(a)(i)), direct, unconditional, unsubordinated and general obligation of the Beneficiary Member State and will rank at least pari passu with all other present and future unsecured and unsubordinated loans and obligations of the Beneficiary Member State arising from its present or future Relevant Indebtedness; (e) to comply in all respects with applicable law or regulation or laws which might affect its ability to perform this Agreement (including the Facility Specific Terms) and each Pre- Funding Agreement; (f) to pay the amount allocated by EFSF to the Beneficiary Member State of any fees, costs and expenses, including in particular Issuance Costs, breakage or termination costs, and Cost of Carry incurred in respect of any Funding Instruments or hedging contract which EFSF may have undertaken (including in relation to the amounts raised to fund the Liquidity Buffer, Financings and/or Pre-Funding Operations) regardless of whether the provision of any Financial Assistance or any utilisation under a Facility takes place; (g) not to enter into or arrange (without the prior written consent of EFSF) any transactions or arrangements for the acquisition, purchase or exchange of New Greek Bonds, directly or indirectly its reputationvia the Bank of Greece, any affiliate or agent or any special purpose entity whether at a price equal to, above or below par value, unless such transaction or arrangement for the acquisition, purchase or exchange of New Greek Bonds is for the purposes of a short term investment as contemplated under the PSI LM Facility. Where any transaction or proposed transaction would require the prior written consent of EFSF pursuant to this Clause, the Beneficiary Member State must notify EFSF of the details of the proposed transaction in order to request such consent no fewer than ten (10) Business Days prior to the date upon which the Beneficiary Member State enters into, or proposes to enter into, any legally binding offer, agreement or arrangement in relation to such transaction; orand (bh) would result in such Consenting Creditor incurring more generally, to indemnify and hold harmless EFSF on first demand from and against any Liability or waiving or releasing any legal or equitable rightsadditional interest, Claimscosts, causes of actionclaims, indemnitieslosses, Defenses or remediesdamages, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases liabilities and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein expenses (including in Schedule 8 (Term Sheet))legal fees, costs of investigation and any release granted value added tax or equivalent thereof) incurred or suffered by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest EFSF and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same:which result from (ai) any information which is received from the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities Beneficiary Member State in connection with implementation this Agreement or any Pre-Funding Agreement, the transactions contemplated herein or with the MoU being incorrect, inaccurate or misleading; (ii) any breach of the Chapter 11 Planrepresentations, the Court Supervised Arrangement warranties and/or undertakings in this Agreement, any Pre-Funding Agreement or any RestructuringFacility Specific Terms; and/or (iii) any action, shall be acceptable to claim, demand, proceeding, investigation, arbitration or judgment brought against EFSF in connection with EFSF entering into and the Creditor Plan Proponents (as defined performance of this Agreement, any Pre-Funding Agreement or any Facility Specific Terms or in connection with the transactions contemplated therein or in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.MoU.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably The custodian's undertakings The Custodian undertakes in favour of each other Consenting Creditor that, subject to that at all times during the terms, conditions and limitations set forth herein, Term it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementwill: (a) no Consenting Creditor shall be required (notice of default) give notice in writing to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)Custodial Transfer Event; (b) HSBC-HK may(compliance with law) (i) maintain in effect all qualifications, without limitationconsents, seek licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to take, refrain from taking perform or cause comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to be taken do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation capacity as trustee of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as Trust become liable to HSBC-HK without further obligation hereunder on the part of HSBC-HK;pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant respect to a Chapter 11 PlanReceivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:(Insurance Policies) (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent act in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account terms of any Interim Distributions or SFR Distributions that have not occurred at that time) Mortgage Insurance Policies to be applied in accordance with the Existing Indenture and extent applicable to the Club Loan Agreement, respectivelyCustodian; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, not do or omit to takedo anything which, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out omission of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or partieswhich, as the case may be, have agreed could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the terms extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (xf) a budget or budgets for the Plan Debtors (which shall include all disbursements expected provide information and access on request) as soon as reasonably practicable after being requested so to be made do, provide information reasonably requested by the Plan DebtorsTrustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether expressly provided for under what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Restructuring Documents Trustee or otherwisethe Manager if any action or inaction on its part is reasonably likely to, for or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the periods prior Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to and after the Restructuring Effective Dateparagraph (a), the Custodian shall not be liable for a breach of this Agreement, or (y) other arrangements governing the terms and conditions be liable under which disbursements may be made any indemnity, in relation to any action or inaction on its part, where it has been notified by the Plan AdministratorTrustee or the Manager that the action or inaction is not reasonably likely to, such other parties and/or or will not have a Material Adverse Effect, unless the Plan Debtors (including any and all expenditures for counsel notification was caused by the fraud, negligence or other advisors), in each case, which shall be satisfactory to wilful default of the Creditor Plan Proponents, in their sole discretionCustodian.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each of other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakingsundertakingsUndertakings) provided that, notwithstanding any other provision in this Agreement, : (a) no Consenting Creditor shall be required to waive refrainwaive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes Notes. In (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (a) (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or other thanor waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set contemplated by thisset forth in the Solicitation Plan, subject to any opt- opt-out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably The Chargor hereby undertakes in favour and agrees with the Security Trustee for the benefit of each the other Consenting Creditor Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, subject to unless the terms, conditions and limitations set forth hereinSecurity Trustee otherwise agrees in writing, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement:will:- (a) NO SECURITY INTEREST: not create or attempt or agree to create or permit to exist any Security Interest over all or any part of the Collateral or any interest therein unless contemporaneously therewith or prior thereto Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and no Consenting Creditor Security Interest purported to be created in breach of this restriction shall be required take priority over or rank pari passu with this Deed and with the intent of affording the Security Trustee further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to waive affect or diminish in any Defenses way the Security Trustee's rights under this Deed provided always that upon receipt by any Finance Party of notice (either actual or be prohibited from taking any action to preserve the validity, existence or priority otherwise) of any subsequent Security Interest affecting the Collateral or upon the presentation of its rights and Claims (including seeking acceptance a petition or the passing of a resolution in relation to the winding up or equivalent action in any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor jurisdiction of the Club Loans and/or Notes Chargor, any Finance Party may or the Security Trustee may instruct the Deposit Bank to open new or separate accounts in the name of the Chargor with that Finance Party and if that Finance Party has not in fact opened such new or separate accounts, it shall nevertheless be treated as if it has done so when the relevant event occurred and as from that time all payments made by the Chargor to any Finance Party shall (as notwithstanding any legal or equitable rule or presumption to the case may be)contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Finance Parties at the time of such event notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to the Chargor's existing accounts on the statements and the Finance Parties shall immediately after the time of such breach have an absolute right of appropriation of such payments; (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or THIRD PARTY RIGHT: not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote grant in favour of any Chapter 11 Plan other person any interest in or take a position in the Chapter 11 Proceedings any option or other rights in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties any of the applicable Senior Claims as Collateral or agree or attempt to do any of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: foregoing (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Planexcept under or pursuant to this Deed), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.;

Undertakings. 4.1 Subject The Beneficiary Member State undertakes, in relation to Clause 4.2General Government Debt, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor thatuntil such time as all Financial Assistance has been fully reimbursed and all interest and additional amounts, subject to if any, due under this Agreement (including the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakingsFacility Specific Terms) provided that, notwithstanding any other provision in this Agreementhave been fully paid: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve with the validity, existence or priority exception of any of its rights and Claims those encumbrances enumerated in Sub-paragraphs (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plana)(ii)(1) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make(a)(ii)10 below: (i) an Interim Distribution that is not less than US$75 million to secure by mortgage, pledge or any other encumbrance upon its own assets or revenues any present or future Relevant Indebtedness and any guarantee or indemnity given in respect thereof, unless the Notes Trustee Financial Assistance shall, at the same time, share pari passu and the Club Loan Agent pro rata in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelysuch security; and (ii) not to grant to any other creditor or holder of its sovereign debt any priority over its obligations under this Agreement. The grant of the SFR Distribution following encumbrances shall not constitute a breach of this Clause: (1) encumbrances upon any property incurred to secure the purchase price of such property and any renewal or extension of any such encumbrance which is limited to the Notes Trustee original property covered thereby and which secures any renewal or extension of the original secured financing; and (2) encumbrances on commercial goods arising in the course of ordinary commercial transactions (and expiring at the latest within one year thereafter) to finance the import or export of such goods into or from the country of the Beneficiary Member State; and (3) encumbrances securing or providing for the payment of Relevant Indebtedness incurred exclusively in order to provide financing for a specific investment project, provided that the properties to which any such encumbrances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the project; and (4) any other encumbrances in existence on the date of the signing of this Agreement, provided that such encumbrances remain confined to the properties presently affected thereby and properties which become affected by such encumbrances under contracts in effect on the date of the signing of this Agreement (including for the avoidance of doubt the crystallisation of any floating charge which had been entered into at the date of this Agreement) and provided further that such encumbrances secure or provide for the payment of only those obligations so secured or provided for on the date hereof or any refinancing of such obligations; and (5) all other statutory encumbrances and privileges which operate solely by virtue of law and which cannot be reasonably avoided by the Beneficiary Member State; and (6) any encumbrance granted or consented to under a securitisation transaction which has been consented to in advance by EFSF provided that such transaction is consistent with the policy conditions of the MoU and is accounted for in national accounts in accordance with ESA 95 principles and Eurostat guidance on securitisation operations conducted by Member States' governments; and (7) any encumbrance securing the Beneficiary Member State's obligations to any central securities depository, such as Euroclear or Clearstream, given in the normal course of the Beneficiary Member State's business; and (8) any encumbrance securing an indebtedness of less than EUR 3 million provided that the maximum aggregate of all indebtedness secured by such encumbrances shall not exceed EUR 50 million; and (9) any encumbrance granted by an agency of the Beneficiary Member State (other than the Debt Agency) to secure indebtedness incurred by it in the ordinary course of its business to finance the ordinary and customary activities of such agency and provided that the proceeds of such financing are not on-lent or otherwise made available to the central government; and (10) any encumbrance (if any) granted under or resulting from any collateralised credit line or repo facility entered into by the Debt Agency for precautionary or liquidity management purposes. As used in this Clause, "financing for a specific investment project" means any financing of the acquisition, construction or development of any properties in connection with a project if the providing entity for such financing expressly agrees to look to the properties financed and the revenues to be applied generated by the operation of, or loss or damage to, such properties as the principal source of repayment for the moneys advanced; (i) to utilise all Financial Assistance consistently with the Decision as in force at the relevant time and in accordance with the Existing Indenture.MoU as the same has been modified or supplemented as at the date of the Request for Funds applicable to such Financial Assistance; 4.2 Nothing (ii) to utilise the EFSF Debt Securities received under the Bank Recapitalisation Facility only for the purpose of financing the recapitalisation of financial institutions in Spain by providing financing to FROB to subscribe Bank Capital Instruments issued by the financial institutions specified in the MoU in accordance with this Agreement and the MoU and not to sell, transfer, grant security over or otherwise deal with these EFSF Debt Securities other than in accordance with this Agreement and the MoU provided that prior to funds being disbursed to FROB or contributed to FROB by the Beneficiary Member State, EFSF shall require any Consenting Creditor have confirmed that it is satisfied in relation to take, or omit the legal instruments and documentation between the Beneficiary Member State and FROB setting out the legal basis of such contribution of funds to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission):FROB by the Beneficiary Member State; (aiii) would be contrary to any applicable law procure that FROB shall not use EFSF Debt Securities delivered to FROB under the Bank Recapitalisation Facility to subscribe for Bank Capital Instruments in a financial institution without the prior written approval of EFSF including confirmation by EFSF that it is satisfied in relation to the legal mechanism, instruments and documentation between FROB and the relevant financial institution setting out the terms on which FROB subscribes or regulation or might affect directly or indirectly its reputation; orpre-subscribes for Bank Capital Instruments in such financial institution; (biv) would result to procure that FROB shall not subscribe for Bank Capital Instruments in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except a financial institution using EFSF Debt Securities as expressly set forth in consideration unless FROB and the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter financial institution have entered into a separate agreement with HSBC-HK Pre- Subscription or Subscription Agreement substantially in the form agreed between EFSF, the Beneficiary Member State and FROB; and (v) to comply with the additional undertakings set out in Schedule 11 1 (HSBCBank Recapitalisation Facility: Facility Specific Terms); (c) to obtain and maintain in full force and effect all authorisations necessary for it and FROB to comply with their respective obligations under this Agreement (including the Facility Specific Terms) and each Pre-HK Funding Agreement; (d) to ensure that at all times all Financial Assistance made available to the Beneficiary Member State under the Facilities shall constitute an unsecured (save to the extent of any security provided in accordance with Clause 5(2)(a)(i). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all ), direct, unconditional, unsubordinated and general obligation of the parties referred Beneficiary Member State and will rank pari passu with all other present and future unsecured and unsubordinated loans and obligations of the Beneficiary Member State arising from its present or future Relevant Indebtedness; (e) to comply in Schedule 12 all respects with applicable laws which might affect its ability to perform this Agreement (Excluded Release Partiesincluding the Facility Specific Terms) heretoand each Pre- Funding Agreement; (f) to pay the amount allocated by EFSF to the Beneficiary Member State of any fees, costs and expenses, including in particular Issuance Costs, breakage or termination costs, and notwithstanding anything to the contrary contained herein Cost of Carry incurred in respect of any Funding Instruments or hedging contract which EFSF may have undertaken (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect relation to the Court Supervised Arrangements. Without limiting amounts raised to fund the generality Liquidity Buffer, Financings and/or Pre-Funding Operations) regardless of whether the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour provision of any Chapter 11 Plan Financial Assistance or take any utilisation under a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same:Facility takes place; (ag) the Backstop Claims more generally, to indemnify and hold harmless EFSF on first demand from and against any additional interest, costs, claims, losses, damages, liabilities and expenses (including legal fees, costs of that Backstop Party as of the Backstop Deadline; divided byinvestigation and any value added tax or equivalent thereof) incurred or suffered by EFSF and which result from (bi) aggregate Backstop Claims of all Backstop Parties as of any information which is received from the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities Beneficiary Member State in connection with implementation this Agreement or any Pre-Funding Agreement, the transactions contemplated herein or with the MoU being incorrect, inaccurate or misleading; (ii) any breach of the Chapter 11 Planrepresentations, the Court Supervised Arrangement warranties and/or undertakings in this Agreement, any Pre-Funding Agreement or any RestructuringFacility Specific Terms; and/or (iii) any action, shall be acceptable to claim, demand, proceeding, investigation, arbitration or judgment brought against EFSF in connection with EFSF entering into and the Creditor Plan Proponents (as defined performance of this Agreement, any Pre-Funding Agreement or any Facility Specific Terms or in connection with the transactions contemplated therein or in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.MoU.

Undertakings. 4.1 Subject to Clause 4.2The Pledgor undertakes as long as this Agreement and the Pledge shall remain in force, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, : 5.1 it will comply with not place or permit any Financial Instruments to be placed in an account other than the Consenting Creditors’ undertakings as set forth in Schedule 3 Pledged Account; 5.2 it shall not, without the prior consent (Consenting Creditors’ undertakingsnot to be unreasonably withheld or delayed) provided thatof the European Collateral Agent, notwithstanding any other provision in this Agreement: (ai) no Consenting Creditor shall be required to waive any Defenses assign, transfer, exchange or be prohibited from taking any action to preserve the validity, existence or priority otherwise dispose of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking Financial Instruments or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution incur or create or permit to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require subsist any Consenting Creditor to takethird party interests (including encumbrances, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable pre-emptive rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases options and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plansimilar arrangements) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation Financial Instruments. If such consent is granted, the European Collateral Agent shall promptly sign all documents and instruments necessary for principalthe release of the security interest created hereunder over any Financial Instruments to be transferred or encumbered in accordance with this Clause 5.2; 5.3 it shall take all the reasonably necessary steps to defend its rights in respect of each of the Financial Instruments against any claim or demand of any person in order to safeguard the rights of the European Collateral Agent over the Pledged Account and shall promptly keep the European Collateral Agent informed of any such claim or demand; 5.4 it shall at all times, interest at its expense, promptly approve, execute and other amounts due thereunder deliver (or procure to be approved, executed and delivered) all decisions, instruments and documents, and take (or procure) all actions as may be reasonably necessary or appropriate, or as the European Collateral Agent may reasonably require, to give effect perfect or protect any security interest granted or purported to be granted hereby or to enable the European Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Court Supervised Arrangements. Without limiting Pledged Account; 5.5 it shall not exercise the generality voting rights attached to any of the foregoingFinancial Instruments in a way which would be likely to materially adversely affect any of the rights of the European Collateral Agent under this Agreement or the value of the Pledge created over the Pledged Account by virtue of this Agreement; and 5.6 it shall procure that the Company shall provide to the European Collateral Agent, upon demand, any other Claims such Consenting Creditor information as the European Collateral Agent may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (includingreasonably require, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings reports and records in respect thereof. 4.6 As soon as reasonably practicable following of the Backstop DeadlinePledged Account, the Information Agent shall calculate the Backstop Commitments including a “certificate of each Backstop Party pledge” (in reliance on the amounts confirmed by the Club Loan Agent attestation de constitution de ▇▇▇▇) and the Notes Trustee or, Pledgor shall sign all documents and take all actions reasonably necessary in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000relation thereto. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject 3.1 The Guarantor undertakes that it will not issue any Tier 1 Securities ranking senior to Clause 4.2its obligations under this Subordinated Guarantee or enter into any support agreement or give any guarantee in respect of any Tier 1 Securities issued by any Subsidiary or other entity if such support agreement or guarantee would rank senior to this Subordinated Guarantee unless this Subordinated Guarantee is changed to give the Holders such rights and entitlements as are contained in or attached to such securities or such other support agreement or guarantee so that this Subordinated Guarantee ranks pari passu with, each Consenting Creditor irrevocably and contains substantially equivalent rights of priority as to payment on, any Tier 1 Securities or such other support agreement or guarantee. 3.2 The Guarantor undertakes in favour of each other Consenting Creditor that, subject in the event that any Distribution is not paid to Holders in accordance with the rights attaching to the terms, conditions and limitations set forth herein, it will comply Preferred Securities in accordance with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided thatPartnership Agreement, notwithstanding any other provision in this Agreementthe Guarantor will not: (a) declare or pay any distribution or dividend and, where applicable, will procure that no Consenting Creditor shall be required to waive distribution or dividend is declared or paid on any Defenses or be prohibited from taking any action to preserve Junior Share Capital, until the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any then applicable law or regulation or might affect directly or indirectly its reputationDividend Stopper Period has expired; or (b) would result in such Consenting Creditor incurring any Liability (if permitted) repurchase or waiving redeem Parity Securities or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in Junior Share Capital until the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and hereinthen applicable Dividend Stopper Period has expired. 4.3 3.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (Guarantor undertakes that, so long as defined in the Solicitation Plan) shall include all any of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the samePreferred Securities is outstanding: (a) unless the Backstop Claims of Guarantor is itself being wound up, it will not permit, or take any action that Backstop Party as would or might cause, the liquidation, dissolution or winding-up of the Backstop DeadlineIssuer (or the General Partner if the Guarantor itself is not the general partner) otherwise than with the prior approval of the Regulator (if then required); divided byand (b) aggregate Backstop Claims of the General Partner will at all Backstop Parties as times be either the Guarantor itself or a directly or indirectly wholly- owned Subsidiary of the Backstop DeadlineGuarantor, unless, in the case of (a) or (b), otherwise approved by a simple majority of the Holders by vote or in writing. 3.4 If a Capital Deficiency Event occurs and is continuing, pursuant to which the General Partner has exercised its discretion to cause a Preferred Securities Substitution or the Regulator has required a Preferred Securities Substitution to take place, the Guarantor undertakes that it will take all reasonable steps to: (a) allot, issue and deliver Substituted Preference Shares in satisfaction of the rights of the Holders in the circumstances and in the manner described in the Limited Partnership Agreement and herein; (b) apply for the Substituted Preference Shares , or, as applicable, the securities issued by a finance company and backed by Substituted Preference Shares, to be listed on a stock exchange; and (c) US$150,000,000. 4.7 pay any taxes or capital duties or stamp duties payable in Ireland arising on the allotment and issue of such Substituted Preference Shares. The Plan Administrator (Guarantor undertakes that as defined in soon as practicable after a Capital Deficiency Event, it will give, or will procure that the Solicitation Plan)General Partner gives, written notice to the Holders enclosing a Preferred Securities Substitution Confirmation which each Holder will be required to complete. The form of such Preferred Securities Substitution Confirmation shall also be made available at the offices of each Paying and Transfer Agent. The Guarantor undertakes that following such Preferred Securities Substitution, the Substituted Preference Shares allotted will rank for any dividend from the immediately preceding Distribution Payment Date but the Holders will not otherwise have any entitlement to any accrued Distributions or any other party who would payment on the Preferred Securities. 3.5 The Guarantor will procure that it will maintain at all times whilst the Preferred Securities are outstanding (a) whilst the Preferred Securities are listed on Eurolist by Euronext Amsterdam and the rules of such Stock Exchange so require, a Paying and Transfer Agent in The Netherlands, (b) a Registrar having its specified office outside the United Kingdom and (c) a Paying and Transfer Agent having a specified office in a European Union Member State (if available) that will not be authorized obliged to act withhold or deduct tax pursuant to any law implementing or complying with, or introduced in order to conform to Council Directive 2003/48/EC on behalf the taxation of savings income in the form of interest payments or any other Directive of the Plan Debtors or their successor entities in connection with implementation European Community on the taxation of savings implementing the conclusions of the Chapter 11 PlanECOFIN Council meeting of 26th -27th November, the Court Supervised Arrangement 2000 or any Restructuringlaw implementing or complying with, shall be acceptable or introduced in order to the Creditor Plan Proponents (as defined conform to, such Directive. 3.6 The Guarantor undertakes that in the Solicitation Plan)event that on a Distribution Payment Date the Relevant Proportion of a Distribution is paid it will only declare and pay (or make a payment under a guarantee in respect of) an amount not exceeding the Relevant Proportion of any distribution or dividend (and, where applicable, will procure than an amount not exceeding the Relevant Proportion of any distribution or dividend is declared and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (xpaid) a budget or budgets on any Parity Security for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionapplicable Dividend Stopper Period.

Undertakings. 4.1 Subject to Clause 4.2The Issuer has undertaken in the Trust Deed, each Consenting Creditor irrevocably undertakes inter alia, that so long as any Bond remains outstanding, save with the approval of an Extraordinary Resolution (as defined in favour the Trust Deed) of each other Consenting Creditor thatthe Bondholders or with the approval of the Trustee where, subject in the opinion of the Trustee, it is not materially prejudicial to the terms, conditions and limitations set forth herein, interests of Bondholders to give such approval: (i) it will comply use its best endeavours (a) to maintain a listing for all the issued Shares on the HKSE, and (b) to obtain and maintain a listing for all the Shares issued on the exercise of the Conversion Rights attaching to the Bonds on the HKSE, and (c) if the Issuer is unable to obtain or maintain such listing, to use its best endeavours to obtain and maintain a listing for all the issued Shares on an Alternative Stock Exchange as the Issuer may from time to time determine (and notify in writing to the Trustee) and will forthwith give notice to the Bondholders in accordance with Condition 11 of the listing or delisting of the Shares (as a class) by any of such stock exchange; (ii) it will use its best endeavours to maintain the listing of the Bonds on the SGX-ST and if the Issuer is unable to maintain such listing or such listing is unduly onerous, to use its best endeavours to obtain and maintain a listing on another internationally recognised stock exchange as the Issuer may from time to time determine (with the Consenting Creditors’ undertakings as set forth prior written consent of the Trustee) and will forthwith give notice to the Bondholders in Schedule 3 accordance with Condition 11 of the listing or delisting of the Bonds by any such stock exchange; (Consenting Creditors’ undertakingsiii) provided thatit will pay the expenses of the issue of, notwithstanding and all expenses of obtaining listing for, Shares arising on conversion of the Bonds (save for any other provision Taxes specified in this AgreementCondition 6(B)(ii)); (iv) it will not make any reduction of its ordinary share capital or any uncalled liability in respect thereof except: (a) no Consenting Creditor shall be required to waive in the event of a reduction in the share premium account, capital redemption reserve fund or any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any other part of its rights and Claims (including seeking acceptance share capital for the purposes of offsetting any Claims for feesaccumulated loss or any deficit in retained earnings, costs and expenses under where such reduction is permitted by applicable law so long as there is no change to the Existing Finance Documentation number of Shares in issue as Accepted Claims) against any obligor a result of the Club Loans and/or Notes (as the case may be);such reduction; or (b) HSBC-HK mayin all other capital reductions, without limitationwhere the reduction is permitted by applicable law and results in (or would, seek but for the provision of these Conditions relating to takerounding or the carry forward of adjustments, refrain from taking result in) an adjustment to the Conversion Price or cause to is otherwise taken into account for the purposes of determining whether such an adjustment should be taken or not taken any action it deems necessary or desirable in its sole discretion in made. In the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth hereinTrust Deed, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement Issuer has also undertaken with the Trustee that so long as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makeany Bond remains outstanding: (i) an Interim Distribution that is not less than US$75 million to it will reserve, free from any other pre-emptive or other similar rights, out of its authorised but unissued ordinary share capital the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance full number of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) Shares liable to be applied in accordance with issued on conversion of the Existing Indenture Bonds from time to time remaining outstanding and shall ensure that all Shares delivered on conversion of the Club Loan Agreement, respectivelyBonds will be duly and validly issued as fully-paid; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require it will not make any Consenting Creditor to takeoffer, issue, grant or omit to take, distribute or take any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) the effect of which would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rightsreduce the Conversion Price below the par value of the Shares, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree always that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), Issuer shall not be released. 4.5 Notwithstanding anything prohibited from purchasing its Shares to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position extent permitted by law. The Issuer has also given certain other undertakings in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following Trust Deed for the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties protection of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000Conversion Rights. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (1) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be required deemed to waive any Defenses or be prohibited a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from taking any action to preserve the validity, existence or priority registration by means of a post-effective amendment any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor securities being registered which remain unsold at the termination of the Club Loans and/or Notes (as the case may be);offering. (b) HSBC-HK mayThe undersigned registrant hereby undertakes that, without limitationfor purposes of determining any liability under the Securities Act of 1933, seek each filing of the registrant’s annual report pursuant to take, refrain from taking Section 13(a) or cause Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be taken or not taken any action it deems necessary or desirable in its sole discretion in a new registration statement relating to the Adversary Proceedingssecurities offered therein, provided and the offering of such securities at that if HSBC-HK takes any such action that adversely affects implementation of time shall be deemed to be the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK;initial bona fide offering thereof. (c) in additionInsofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Consenting Creditors who are members registrant has been advised that in the opinion of the Ad Hoc Group agree to use reasonable efforts to seek Securities and Exchange Commission such indemnification is against public policy as expressed in the approval Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to registrant in the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account successful defense of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnitiessuit or proceeding) is asserted by such director, Defenses officer or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities controlling person in connection with implementation of the Chapter 11 Plansecurities being registered, the Court Supervised Arrangement or any Restructuringregistrant will, shall be acceptable to the Creditor Plan Proponents (as defined unless in the Solicitation Plan)opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and the Plan Administrator or such other party or parties shall not will be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made governed by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, final adjudication of such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionissue.

Undertakings. 4.1 Subject 1. Each Tranche of the Loan shall constitute an unsecured, direct, unconditional and general obligation of the Borrower and will rank at least pari passu with all other present and future unsecured loans and obligations of the Borrower arising from its present or future external indebtedness as defined in Article 8, paragraph 1(f). 2. The Borrower undertakes, until such time as all principal under this Loan Agreement has been fully reimbursed and all interest and additional amounts, if any, under this Loan Agreement have been fully paid, with the exception of those encumbrances enumerated under paragraph 4 of this Article, not to Clause 4.2secure by mortgage, each Consenting Creditor irrevocably pledge or any other encumbrance upon its own assets or revenues any present or future external indebtedness and any guarantee or indemnity given in respect thereof, unless the Loan at the same time shares pari passu and pro rata in such security. 3. The Borrower undertakes in favour not to ask for the rescheduling of each other Consenting Creditor the Loan or any debt relief with respect to the Loan and recognises that the Lender shall have the identical legal capacity, immunities and privileges as accorded to international financial institutions. The Borrower further undertakes that, subject except for the encumbrances provided under paragraph 4 of this Article, no priority over the Lender will be given to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementcreditor. 4. The Borrower respecting its undertaking under paragraph 2 may allow exclusively for the following encumbrances: (a1) no Consenting Creditor shall be required Encumbrances upon any property incurred to waive secure the purchase price of such property and any Defenses renewal or be prohibited from taking extension of such encumbrance which is limited to the original property covered thereby and which secures any action to preserve the validity, existence renewal or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor extension of the Club Loans and/or Notes (as the case may be);original secured financing; and (b2) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion Encumbrances on commercial goods arising in the Adversary Proceedingscourse of ordinary commercial banking transactions (and expiring at the latest within one year thereafter) to finance the import or export of such goods into or from the country of the Borrower; and (3) Encumbrances securing or providing for the payment of external indebtedness incurred exclusively in order to provide financing for a well defined investment project, provided that if HSBC-HK takes the properties to which any such action that adversely affects implementation encumbrances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the project; and (4) Any other encumbrances in existence on the date of the Restructuring signing of this Agreement, provided that such encumbrances remain confined to the properties presently affected thereby and properties which become affected by such encumbrances under contracts in effect on the manner set forth herein, date of the Consenting Creditors may, by Special Majority Consent, terminate signing of this Agreement as to HSBC-HK without and provided further obligation hereunder that such encumbrances secure or provide for the payment of only those obligations so secured or provided for on the part date hereof or any refinancing of HSBC-HK;such obligations; and (c5) All other statutory encumbrances and privileges which operate solely by virtue of law and which cannot be reasonably avoided by the Borrower. As used in additionthis Article, the Consenting Creditors who are members "financing of a project" means any financing of the Ad Hoc Group agree acquisition, construction or development of any properties in connection with a project if the providing entity for such financing expressly agrees to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million look to the Notes Trustee properties financed and the Club revenues to be generated by the operation of, or loss or damage to, such properties as the principal source of repayment for the moneys advanced. 5. The Borrower undertakes to utilise the Net Disbursement Amount from the Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture Decision and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing IndentureMemorandum of Understanding. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject 8.1 The Borrower undertakes to the Lender to comply with the following provisions of this Clause 4.28 at all times during the Security Period, except as the Lender may otherwise permit: 8.1.1 the Borrower will (and will procure that each Consenting Creditor irrevocably undertakes Group Company will) obtain, effect and keep effective all Authorisations which may from time to time be required (i) in connection with the Charged Assets under any law of a Relevant Jurisdiction (i) to enable it to perform its obligations under the Finance Documents including but not limited to ensure that the Finance Documents remain valid and enforceable and to continue to own the Charged Assets) and (ii) to conduct its business where failure to do so has or is reasonably likely to have a material adverse effect on the business, condition of operations of the Borrower; 8.1.2 subject to Legal Reservation, Perfection Requirements and Permitted Security, the Borrower will (and to the extent any Group Company has charged its assets pursuant to a Security Document, the Borrower shall procure that this Group Company shall) own the Charged Assets free from all Security Interests and other interests and rights of every kind, except for those created by the Security Documents; [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. 8.1.3 except for a sale, assignment, transfer or disposal which constitutes a Permitted Disposal or a Permitted Transaction, the Borrower will not (and shall procure that each Group Company will not) sell, assign, transfer or otherwise dispose of the Charged Assets, any of its material assets or any share therein and shall give immediate notice to the Lender of any judicial process or encumbrance affecting the Charged Assets; 8.1.4 the Borrower shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect, and, if requested by the Lender, supply copies to the Lender of, any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document; 8.1.5 the Borrower shall not (and shall ensure that no Group Company will) incur or allow to remain outstanding any Financial Indebtedness other than any Permitted Financial Indebtedness; 8.1.6 the Borrower shall not (and shall ensure that no other Group Company will) create or permit to subsist any Security Interest over any of its assets; 8.1.7 the Borrower shall not (and shall ensure that no other Group Company will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are leased to or intended to be re-acquired by any Group Company; or (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect) in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. 8.1.8 Clauses 8.1.6 and 8.1.7 do not apply to: (i) any Permitted Disposal; (ii) any Permitted Transaction; (iii) any Permitted Financial Indebtedness; and (iv) any Permitted Security; 8.1.9 the Borrower shall procure that within twelve weeks after the first Drawdown Date: [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. (i) it shall convene a shareholders’ meeting in order to grant the Warrants to Kreos Capital IV Limited; (ii) the resolutions of the shareholders of the Borrower shall be filed with the clerk of the relevant commercial court in accordance with article 556 of the Belgian Companies Code; 8.1.10 the Borrower shall pay or discharge all fees associated with registering of any Security Interest granted in connection with the Loans; 8.1.11 the Borrower shall at the request of the Lender from time to time execute and deliver such further documents creating Security Interests in favour of each other Consenting Creditor thatthe Lender over such assets and in such form as the Lender may reasonably require in its discretion from time to time to: (i) secure all monies, subject obligations and liabilities of the Borrower and/or any Group Company to the termsLender; (ii) facilitate the realisation of the Charged Assets; or (iii) exercise the powers conferred on the Lender or a receiver appointed under any Security Document, conditions from time to time, provided that the Lender shall not be able to require any Group Company to create security over Excluded Assets; 8.1.12 [A] Except as provided under (B), (C) and limitations set forth herein(D) below, it will comply no member of the Group shall: (i) guarantee or otherwise be liable for debt or other obligations of a Ring Fenced Company; or (ii) transfer any assets (including cash) to the Ring Fenced Company or enter into any contract with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this AgreementRing Fenced Company. [B] A member of the Group may however transfer assets to the Ring Fenced Company or enter into a contract with the Ring Fenced Company: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve incorporate the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)Ring Fenced Company; (b) HSBCto allow the Ring Fenced Company to run its day-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBCto-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKday business operations; (c) in addition, connection with the Consenting Creditors who are members provision of management services by the Ad Hoc Group agree Company to use reasonable efforts to seek the approval of the Bankruptcy Court Ring Fenced Company; (which may be pursuant to a Chapter 11 Pland) to CFG Peru taking support the Ring Fenced Company to develop, manufacture, commercialise or market its Intellectual Property; provided that the aggregate value of all corporate governance actions consistent with Peruvian services [***] Certain information has been omitted and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance filed separately with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights Commission. Confidential treatment has been requested with respect to releases omitted portions. or assets provided by the Group to all Ring-fenced Companies and exculpations which are not reimbursed to the Group shall not exceed EUR [***] per annum and provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised that the Group does not incorporate more than two Ring Fenced Company during the life of the Loan Agreement. [C] A member of the Group may transfer assets to the Ring Fenced Company or enter into a separate agreement contract with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include Ring Fenced Company provided such transfer or contract constitutes a Permitted Disposal, Permitted Financial Indebtedness, Permitted Transaction or Permitted Security. [D] A Ring Fenced Company may transfer some or all of the parties referred its assets to in Schedule 12 (Excluded Release Parties) hereto, a Group Company for nil consideration and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), without assuming any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be releasedliabilities. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve Guarantor hereby unconditionally and irrevocably guaranties not merely as surety but as primary obligor, the validity, existence or priority due and punctual: (i) performance by Assignee of all of the obligations of the "Beneficiary" under the Operative Documents assumed by Assignee under the Assignment Agreement; (ii) payment of any and all sums which are payable by the Beneficiary pursuant to any of its rights the Operative Documents which payment obligations were assumed by Assignee under the Assignment Agreement; and Claims (including seeking acceptance iii) performance of, observance of and compliance with all other obligations, covenants and undertakings and representations and warranties of, or made by, Assignee in the Assignment Agreement or the Beneficiary contained in or arising under the Operative Documents and assumed by Assignee under the Assignment Agreement (such payments and other obligations referred to in this Section 4(a) hereinafter referred to as the "OBLIGATIONS"). Guarantor agrees that it will not use the assets of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be);ERISA Plan to fund its payment obligations hereunder. (b) HSBC-HK mayGuarantor agrees that this Guaranty Agreement is an unconditional and absolute guaranty of payment and performance (not merely collectability), without limitation, seek to take, refrain from taking or cause to be taken or that its undertakings hereunder are not taken contingent upon any Guaranteed Party bringing any action it deems necessary against Assignee or desirable in resorting to any security and hereby expressly waives any claim that its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation undertakings hereunder on the part of HSBC-HK;are so contingent. (c) in additionGuarantor irrevocably waives promptness, diligence, demand, and all notices whatsoever as to the Obligations guaranteed hereby, and any other circumstances which might otherwise constitute a defense available to it, or a discharge of it (other than the defense of payment or performance), and agrees that it shall not be required to consent to or receive any notice of any amendment or modification of, or waiver, consent or extension with respect to, the Consenting Creditors who are members of Purchase Agreement or the Ad Hoc Group agree other Operative Documents to use reasonable efforts to seek the approval of the Bankruptcy Court (which Assignee is a party that may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:made or given as provided herein or otherwise. (id) an Interim Distribution that is not less than US$75 million Guarantor further agrees to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include pay all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof expenses (including, without limitation, all fees and disbursements of counsel) that may be paid or incurred by any claims arising out Guaranteed Party in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or relating to collecting against, the Undertakings), shall not be releasedGuarantor under this Guaranty Agreement. 4.5 Notwithstanding anything (e) Guarantor understands and agrees that its obligations hereunder shall be construed as continuing, absolute and unconditional without regard to (i) the contrary hereinvalidity, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 regularity or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour enforceability of any Chapter 11 Plan Operative Document, any of the Obligations or take any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (ii) any defense, set-off or counterclaim (other than a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments defense of each Backstop Party (in reliance on the amounts confirmed payment or performance) that may at any time be available to or be asserted by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or Assignee against any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date)Guaranteed Party, or (yiii) any other arrangements governing instances whatsoever (with or without notice to or knowledge of the terms and conditions Assignee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Assignee for the Obligations, or of Guarantor under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors)this Guaranty Agreement, in each case, which shall be satisfactory to the Creditor Plan Proponents, bankruptcy or in their sole discretionany other instance.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes 14.1 The Guarantor warrants that all its payment obligations in favour of each connection with this Guarantee shall rank at least equal at all times with all its other Consenting Creditor that, subject existing and future unsubordinated external indebtedness (i.e. indebtedness towards foreign creditors). If and to the terms, conditions and limitations set forth herein, it will comply with extent the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding Guarantor shall secure other external indebtedness by way of any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses charge on its assets or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights subsidiaries´ assets, the Guarantor undertakes to secure equally and Claims (including seeking acceptance rateably the Indebtedness, by way of a charge on its assets or any of its subsidiaries’ assets or by way of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause other collateral to be taken or not taken any action it deems necessary or desirable in its sole discretion in accepted by the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK;Lender. (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: 14.2 The Guarantor (i) an Interim Distribution undertakes that is not less than US$75 million neither the Guarantor nor any of its affiliates or respective officers, directors, employees or agents acting on its behalf will offer, give, insist on, receive or solicit any illegal payment or improper advantage to influence the Notes Trustee and the Club Loan Agent action of any person in accordance connection with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture Project and the Club Loan Agreement, respectively; and (ii) represents and warrants that none of the SFR Distribution aforementioned improper or illegal acts have occurred prior to the Notes Trustee to be applied in accordance with the Existing Indenturedate of issuance of this Guarantee. 4.2 Nothing 14.3 The issue and performance of this Guarantee are private and commercial acts of the Guarantor. To the extent that the Guarantor may, in this Agreement shall require any Consenting Creditor jurisdiction, be entitled to takeclaim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before the making of a judgement or omit award or otherwise) or other legal process including, in relation to takethe enforcement of any arbitration award, any action if such Consenting Creditor (in its sole and absolute discretion) determines to the extent that such action immunity (whether or omission): (anot claimed) would may be contrary attributed in any such jurisdiction to any applicable law the Guarantor or regulation its assets or might affect directly or indirectly its reputation; or (b) would result in revenues, the Guarantor hereby irrevocably agrees not to claim such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes immunity and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and hereinsuch jurisdiction. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto14.4 All levies, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest fees and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities costs accruing in connection with implementation this Guarantee (such as lawyers’ fees and taxes arising thereon), including the costs arising in connection with any enforcement of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuringthis Guarantee, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made borne by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionGuarantor.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably 10.1 The Borrower undertakes in favour of each other Consenting Creditor with the Lender that, subject to from the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in date of this AgreementAgreement until all its liabilities under this Agreement have been discharged: (a) no Consenting Creditor it shall comply in all respects with all laws and regulations to which it may be required subject, if failure to waive any Defenses do so has or be prohibited from taking any action is reasonably likely to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)have a Material Adverse Effect; (b) HSBC-HK mayit will notify the Lender of any Default (and the steps, without limitationif any, seek being taken to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in remedy it) promptly on becoming aware of its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKoccurrence; (c) in addition, it will not without the Consenting Creditors who are members consent of the Ad Hoc Group agree Lender (not to use reasonable efforts be unreasonably withheld or delayed) amend any of its Constitutional Documents (subject to seek the approval requirements of the Bankruptcy Court Scheme); (which may be pursuant d) it will carry on and conduct its business in a proper and efficient manner and will not make any change to a Chapter 11 Planthe general nature or scope of its business as carried on at the date of this Agreement; (e) at all times any unsecured and unsubordinated claims of the Lender against it or any other member of the Group under the Finance Documents will rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makecompanies; (f) it shall not: (i) an Interim Distribution that is not less than US$75 million create, or permit to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubtsubsist, any Indebtedness being reduced Security on account or over its assets; or (ii) sell, transfer, lease or otherwise dispose of any Interim Distributions of its assets on terms whereby such assets are or SFR Distributions that have may be leased to or re-acquired or acquired by it; (g) it shall not occurred at that time) incur or permit to be applied in accordance with outstanding any Indebtedness other than: (i) any Indebtedness incurred under the Existing Indenture and the Club Loan Agreement, respectivelyFinance Documents; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indentureany Permitted Financial Indebtedness. 4.2 Nothing in this Agreement (h) It shall require any Consenting Creditor use all reasonable endeavours to takeprovide such other authorisation, document, opinion or omit to take, any action if such Consenting Creditor (assurance which the Lender in its sole and absolute discretion) determines that such action (reasonable opinion considers necessary or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities desirable in connection with implementation of the Chapter 11 Planentry into, and performance of, the Court Supervised Arrangement transactions contemplated by the Finance Documents, or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected Finance Documents to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to valid and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionenforceable.

Undertakings. 4.1 Subject The Mortgagor undertakes and agrees with the Mortgagee, throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing or the Mortgagee is under any obligation (whether actual or contingent) to Clause 4.2make available any further advance or financial accommodation under any Loan Document, each Consenting Creditor irrevocably undertakes that the Mortgagor will, unless the Mortgagee otherwise agrees in writing: 6.1.1 not create or attempt or agree to create or permit to arise or exist any Lien over all or any part of the Security Assets or any interest therein or otherwise assign, deal with or dispose of all or any part of the Security Assets except under or pursuant to this Deed or permitted by the other Loan Documents; 6.1.2 not grant in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision Person any interest in this Agreement: (a) no Consenting Creditor shall be required to waive or any Defenses option or be prohibited from taking any action to preserve the validity, existence or priority other rights in respect of any of its rights and Claims the Shares; 6.1.3 ensure that no Person (including seeking acceptance of if any) holding any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans Shares as its nominee for the time being does any of the acts prohibited in Section 6.1.1 and/or Notes 6.1.2 above; 6.1.4 procure that the Borrower shall not issue or resolve or agree to issue or grant any option or other right to acquire shares to any Person other than the Mortgagor (as the case may beand subject always to this Deed); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in 6.1.5 at all times remain the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation beneficial owner of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKShares; (c) in addition, 6.1.6 procure that no amendment or supplement is made to the Consenting Creditors who are members memorandum or articles of association of the Ad Hoc Group agree Borrower, to use reasonable efforts any shareholders’ agreement or similar agreement relating to seek the approval Borrower or to any other constitutional documents of the Bankruptcy Court (which may Borrower; 6.1.7 procure that no director or secretary of the Company is appointed with effect from the date of this Deed, except with the prior written consent of the Mortgagee, and immediately upon the appointment of any new director or secretary of the Borrower, deposit or procure that there be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent deposited with Peruvian and Singapore law to make: the Mortgagee (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance a signed undated letter of doubt, any Indebtedness being reduced on account of any Interim Distributions resignation by such director or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK secretary in the form set out in Schedule 11 3, (HSBCii) signed undated written resolutions of the board of directors of the Borrower in the form of Schedule 4-HK Agreement).1, and (iii) a letter of undertaking and authorization executed by such first-mentioned director of the Borrower in the form of Schedule 6-1; 4.4 The Consenting Creditors hereby agree 6.1.8 in the event of any Event of Default has occurred, forthwith upon receipt, procure that all Dividends and any repayments or revenues are paid directly into the Borrower Collection Account or a separate account(s) designated by the Mortgagee which account is charged in favour of the Mortgagee as security for the Secured Obligations; (i) procure that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all common seal and corporate books of the parties referred to in Schedule 12 Borrower, including the share certificate book, minutes books and registers of directors, members, transfers and Liens may be inspected by the Mortgagee upon reasonable notice and at all at such reasonable times during normal business hours and as often as may be reasonably requested; (Excluded Release Partiesii) heretoupon an Event of Default which is continuing, procure that the common seal and notwithstanding anything corporate books of the Borrower, including the share certificate book, minutes books and registers of directors, members, transfers and Liens are held to the contrary contained herein (including order of the Mortgagee and that the same are delivered to the Mortgagee, on demand by the Mortgagee; 6.1.10 do or permit to be done every act or thing which the Mortgagee may from time to time reasonably require for the purpose of enforcing the rights of the Mortgagee hereunder; 6.1.11 not do or cause or permit to be done anything which may in Schedule 8 (Term Sheet))any way depreciate, jeopardise or otherwise prejudice the value of the Mortgagee’s security hereunder; 6.1.12 not directly or indirectly approve, cause or permit the occurrence of any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except bankruptcy action with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), Borrower or any other party who would be authorized to act on behalf Loan Party, unless the Mortgagee has consented thereto in writing; and 6.1.13 ensure that at all times this Deed (and the claims of the Plan Debtors or their successor entities in connection Mortgagee against it hereunder) shall have the priority which this Deed is expressed to have and obtain, comply with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget and do all that is necessary to maintain in full force and effect all authorizations, approvals, licences and consents required in or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtorslaws of its jurisdiction of incorporation and/or any other relevant jurisdiction to enable it lawfully to enter into and perform its obligations under this Deed and to ensure the legality, whether expressly provided for under the Restructuring Documents validity, enforceability or otherwise, for the periods prior to admissibility in evidence in its jurisdiction of incorporation and after the Restructuring Effective Date), or (y) Hong Kong and any other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionrelevant jurisdiction.

Undertakings. 4.1 Subject 3.1 Each of the Issuer and the Guarantors severally undertakes (each with respect to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply itself unless otherwise specified) with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided Joint Lead Managers that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses it will, and the Issuer undertakes that it will also procure that each Guarantor will, on or be prohibited from taking any action to preserve before the validity, existence or priority of any of its rights Payment Instruction Date execute the Trust Deed and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)Agency Agreement; (b) HSBC-HK maythe Issuer, without limitationfailing which the Guarantors, seek to take, refrain from taking will bear and pay (i) any stamp or cause to be taken other duties or not taken any action it deems necessary taxes on or desirable in its sole discretion in connection with the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation issue and delivery of the Restructuring in Notes and the manner set forth hereinexecution and delivery of this Agreement, the Consenting Creditors may, by Special Majority Consent, terminate Trust Deed and the Agency Agreement (together the Agreements) and (ii) any value added tax payable in connection with the commissions or other amounts payable or allowed under this Agreement as to HSBC-HK without further obligation hereunder on and otherwise in connection with the part of HSBC-HKtransactions envisaged by this Agreement; (c) in additionneither the Issuer nor any Guarantor will, between the Consenting Creditors who are members date of this Agreement and the Ad Hoc Group agree to use reasonable efforts to seek Closing Date (both dates inclusive), without the prior approval of the Bankruptcy Court Joint Lead Managers, make any announcement which might reasonably be expected to have a material adverse effect on the marketability of the Notes, except where such announcement is required to be made forthwith by applicable laws and/or regulations, in which case it will (which may be pursuant to a Chapter 11 Planthe extent permitted by applicable laws and regulations and in circumstances where giving such prior notice lawfully in due time is reasonably practicable) give prior written notice to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:the Joint Lead Managers; (id) an Interim Distribution that between the date of this Agreement and the date falling 60 calendar days after the Closing Date (both dates inclusive), none of the Issuer, any Guarantor, any other Subsidiary (as such term is defined in the Conditions) of the Issuer or any arranger, underwriter, manager or other institution or other person engaged by the Issuer or the Guarantors or any Subsidiary or acting on its or their behalf will launch any public offering of any debt securities of the Issuer, any Guarantor or any Subsidiary in the international or domestic financial markets, except with the prior written consent of the Joint Lead Managers, such consent not less than US$75 million to be unreasonably withheld; (e) it will deliver to the Joint Lead Managers, without charge, on the date of this Agreement, and from time to time, such number of copies of the Prospectus as the Joint Lead Managers may reasonably request, and will give to the Joint Lead Managers on the date hereof a copy of the Prospectus signed by a duly authorised officer or signatory of the Issuer and each Guarantor; (f) prior to admission of the Notes Trustee and to trading on the Club Loan Agent in accordance with regulated market of the Agreed Participation Luxembourg Stock Exchange, it will not make any amendment or supplement to the Prospectus without the prior consent of the Joint Lead Managers (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have such consent not occurred at that time) to be applied unreasonably withheld or delayed); (g) the Issuer will use the net proceeds received by it from the issue of the Notes in accordance with the Existing Indenture and manner specified in the Club Loan Agreement, respectivelyProspectus; and (iih) it will ensure that proceeds raised in connection with the SFR Distribution to issue of the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect will not directly or indirectly its reputation; or be lent, contributed or otherwise made available to any person or entity (bwhether or not related to the Issuer or the Guarantors) would result in such Consenting Creditor incurring for the purpose of financing the activities of any Liability person or waiving or releasing for the benefit of any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, country currently subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in U.S. sanctions administered by the form set out in Schedule 11 Office of Foreign Assets Control of the U.S. Department of the Treasury (HSBC-HK AgreementOFAC). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2The Mortgagor hereby undertakes and agrees with the Security Trustee, each Consenting Creditor irrevocably undertakes in favour for the benefit of each other Consenting Creditor the Finance Parties, throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, subject to unless the terms, conditions and limitations set forth hereinSecurity Trustee otherwise agrees in writing, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement:will:- (a) no Consenting Creditor shall be required not create or attempt or agree to waive create or permit to exist any Defenses Security Interest over all or be prohibited from taking any action part of the Collateral or any interest therein or otherwise sell, transfer, assign, deal with or dispose of all or any part of the Collateral or attempt or agree to preserve the validity, existence or priority of do any of its rights and Claims the same (including seeking acceptance of any Claims for fees, costs and expenses except under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may beor pursuant to this Deed); (b) HSBC-HK may, without limitation, seek not grant or attempt or agree to take, refrain from taking grant in favour of any other person any interest in or cause to be taken any option or not taken other rights in respect of any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKCollateral; (c) ensure that no person holding any of the Collateral as its Nominee for the time being does any of the acts prohibited in additionthis Deed; (d) subject to Clause 7.6(b) of the CNC HK Guarantee at all times remain the sole, direct, absolute, legal and beneficial owner of the Collateral; (e) subject to Clause 7.6(b) of the CNC HK Guarantee procure that no material amendment or supplement is made to the constitutional documents of the Borrower other than pursuant to Clause 16.15 of the Facility Agreement without the prior written consent of the Security Trustee; (f) immediately upon the appointment of any new director of the Borrower, deposit or procure that there be deposited with the Security Trustee, the Consenting Creditors who equivalent documents mutatis mutandis with respect to such director in the forms set out in Schedules 3, 4, 5 and 6; (g) not take or permit any action whereby the rights attaching to the Collateral and/or any other shares in the Borrower are members altered; (h) give to the Security Trustee upon receipt copies of all notices, requests and other documents sent or received with respect to the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:Collateral; (i) an Interim Distribution that is not less than US$75 million give to the Notes Security Trustee and such information regarding the Club Loan Agent in accordance with Collateral as the Agreed Participation Security Trustee shall reasonably require; (without, j) do or permit to be done every act or thing which the Security Trustee may from time to time require for the avoidance purpose of doubt, any Indebtedness being reduced on account enforcing the rights of any Interim Distributions or SFR Distributions that have not occurred at that time) the Security Trustee hereunder and will allow its name to be applied in accordance with the Existing Indenture used as and the Club Loan Agreement, respectively; andwhen required for that purpose; (iik) the SFR Distribution to the Notes Trustee not do or cause or permit to be applied done anything which may in accordance with any way depreciate, jeopardise or otherwise prejudice the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission):value of the security constituted hereunder; (al) would be contrary to any applicable law procure that the Borrower will forthwith on presentation by the Security Trustee or regulation or might affect directly or indirectly its reputationnominee following the security constituted by this Deed becoming enforceable, duly register all transfers of the Collateral; orand [Mortgage of Shares] (bm) would result in if the Mortgagor shall acquire any such Consenting Creditor incurring any Liability other stocks or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except shares as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) heretothe definition of Collateral, and notwithstanding anything it shall forthwith deliver or procure that there be delivered to the contrary contained herein (including Security Trustee the certificates in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under respect thereof together with instruments of transfer in respect thereof duly executed in blank to enable the Restructuring Documents shall not extend same to such parties, except with respect to any discharge of contractual claims under be registered in the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality name of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of Security Trustee or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable its nominee following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed security constituted by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000this Deed becoming enforceable. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject So long as any amount remains unpaid in respect of principal, interest or otherwise hereunder or any Bank is under any obligation to Clause 4.2make or maintain its participation in the Facilities or any part thereof (unless the Agent acting on the instructions of the Majority Banks otherwise agrees), each Consenting Creditor irrevocably Borrower undertakes in favour of relation to itself and the Parent undertakes in relation to (as relevant) each other Consenting Creditor Group Company, Guarantor, and Material Subsidiary (as referred to in sub-clauses (a) to (o) (inclusive) below that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) NEGATIVE PLEDGE: save for Permitted Encumbrances, no Consenting Creditor shall be required Group Company will grant or permit to waive subsist any Defenses Encumbrance over all or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims property, undertaking, assets, or revenues (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may bewhether present or future); (b) HSBC-HK mayDISPOSALS: it will not, without limitationand will procure that no Group Company will, seek sell, transfer, lend, dispose of or otherwise cease to takeexercise direct control over (such transactions being hereunder referred to as "disposals") its present or future undertaking, refrain from taking assets or cause to be taken revenues, whether by one or not taken any action it deems necessary a series of transactions related or desirable in its sole discretion in the Adversary Proceedingsnot, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makeexcept for: (i) disposals of assets in the ordinary course of the relevant company's trading on an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; andarm's length basis; (ii) the SFR Distribution to payment of cash in the Notes Trustee to be applied in accordance ordinary course of the relevant company's business on an arm's length basis; (iii) payments made by it under this agreement or under any other Borrowings permitted under this agreement; (iv) disposals with the Existing Indenture.prior written consent of the Majority Banks; 4.2 Nothing (v) disposals of assets whether by one or a series of transactions related or not the book value or consideration payable (whichever is the greater) in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor respect of which does not exceed (in its sole and absolute discretion) determines that such action Pounds)10,000,000 (or omission):its equivalent in other currencies) in respect of any one disposal or which when aggregated with all other such disposals in any one calendar year does not exceed (Pounds)20,000,000 (or its equivalent in other currencies); (avi) would be contrary payments made by it in respect of the Acquisition; (vii) disposals from any Group Company to any applicable law or regulation or might affect directly or indirectly its reputation; orObligor; (bviii) would result in such Consenting Creditor incurring disposals from any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject non-Obligor to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBCnon-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same:Obligor; (aix) the Backstop Claims disposals of that Backstop Party as of the Backstop Deadline; divided bysurplus assets at market value and on an arm's length basis; (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) disposals of assets in exchange for other assets of a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.comparable value;

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes Unless otherwise provided for in favour of each other Consenting Creditor that, subject any Finance Document or with the Security Agent's prior written consent and without prejudice and in addition to the terms, conditions undertakings under the Facilities Agreement and limitations in addition to the obligations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision out elsewhere in this Agreement, each of the Subordinated Lender and the Company hereby undertakes to the Security Agent and the Secured Parties as of the Effective Time as follows: (a) no Consenting Creditor shall be to promptly execute and deliver at its own expense all further instruments and documents, and take all further action, that the Security Agent may reasonably request or that are required as a matter of law, in order to waive (i) perfect, protect, secure, maintain and enforce the Subordination and any Defenses or be prohibited from taking any action to preserve security created under this Agreement, (ii) facilitate the validity, existence or priority exercise of any of its the Security Agent's and Secured Parties' rights and Claims remedies under this Agreement and (including seeking acceptance of iii) enable the Security Agent and the other Secured Parties to transfer and assign this Agreement or any Claims for fees, costs rights or obligations hereunder in accordance with Clause 13.10 (Transfer and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may beAssignment); (b) HSBC-HK may, without limitation, seek not to take, refrain from taking do or cause permit to be taken done anything which would adversely affect the priority, ranking, legality, validity or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation enforceability of the Restructuring in Subordinated Claims or the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate Subordination created or expressed to be created pursuant to this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKAgreement; (c) in addition, not to assign or pledge or otherwise dispose of or encumber the Consenting Creditors who are members Subordinated Claims; (d) to promptly notify the Security Agent of the Ad Hoc Group agree to use reasonable efforts to seek the approval occurrence of an event of default or potential event of default (however described) under or breach of any of the Bankruptcy Court Shareholder Loan Agreements which has or would have a material adverse effect on validity or enforceability of the Subordinated Claims, or the Subordination created hereunder; (which may be pursuant to a Chapter 11 Plane) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to notify the Notes Trustee and Security Agent promptly upon request of the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance amount of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelyits outstanding Subordinated Claims; and (iif) the SFR Distribution to the Notes Trustee to be applied immediately inform in accordance with the Existing Indenture. 4.2 Nothing writing persons such as a bankruptcy liquidator or an administrator in this Agreement shall require any Consenting Creditor to take, case of a moratorium or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all persons making an attachment of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality existence of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out rights of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Security Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Secured Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000pursuant to this Agreement. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject 2.1 No Obligor shall engage in any negotiations or transactions to Clause 4.2, each Consenting Creditor irrevocably undertakes be entered into for the purpose of financing of any working capital needs with any institution without first notifying the Agent sufficiently in favour advance of each the planned transaction and ensuring that the Agent has the right to match the best offer received by any Obligor from other Consenting Creditor that, subject to institutions in respect of at least 60% of working capital needs of the terms, conditions and limitations set forth herein, it will comply Borrower’s Group. 2.2 Other than in connection with the Consenting Creditors’ undertakings transactions contemplated herein or as set forth provided in Schedule 3 (Consenting Creditors’ undertakings) provided thatparagraph 2.1 above, notwithstanding no Obligor shall engage in any negotiations or transactions to be entered into for the purpose of refinancing the Financial Indebtedness in respect of the Finance Documents, Bank Handlowy Facility Documents and BZWBK Facility Documents, or incurring any Financial Indebtedness to finance any other provision purposes, in this Agreement: (a) no Consenting Creditor shall each case where such refinancing of Financial Indebtedness is intended to be required to waive any Defenses or be prohibited obtained from taking any action to preserve commercial banks, without first notifying the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor Agent sufficiently in advance of the Club Loans and/or Notes planned transaction and ensuring that the Agent has the right to: (as i) file the case may be);first offer in respect of such financing or refinancing and (ii) match the best offer in respect of such financing or refinancing received from other institutions. (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems 2.3 The parties shall cooperate in good faith and do all acts and things reasonably necessary or desirable in its sole discretion order to release and replace the Existing Security (and if necessary the Guarantors’ grant of their obligations), consistent with the New Indenture and this letter. 2.4 The parties shall use their best efforts to execute the amended and restated agreement reflecting the provisions of this letter agreement as soon as reasonably possible after the final execution of the New Indenture, and in any case by 31 January 2010. The validity of the Adversary Proceedingsforegoing waivers and agreements in respect of the Facility Agreement and the Intercreditor Agreement shall not be affected whether or not such an amendment and restatement is entered into, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would in the event that the New Bonds are not issued prior to or on 31 January 2010 the foregoing waivers and agreements shall cease to be contrary to any applicable law or regulation or might affect directly or indirectly its reputationvalid; or and (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject event that Borrower notifies the Agent prior to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree 31 January 2010 that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall New Bonds will not be released. 4.5 Notwithstanding anything to issued then the contrary herein, HSBC-HK foregoing waivers and agreements shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected cease to be made by valid from the Plan Debtors, whether expressly provided for under date that the Restructuring Documents or otherwise, for Borrower notifies the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionAgent.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required In addition to waive any Defenses or be prohibited from taking any action to preserve the validityundertakings set out in Clause 6 (Representations, existence or priority Warranties and Undertakings) of any the General Terms, until such time as all commitments of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses ESM under the Existing Finance Documentation as Accepted ClaimsAgreement have ceased, all Financial Assistance has been fully reimbursed and all interest and additional amounts (if any) against any obligor of due under the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth hereinAgreement have been fully paid, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makefollowing undertakings shall apply: (i) an Interim Distribution (Recapitalisation Fund Boards observer) The Beneficiary Member State and the Recapitalisation Fund respectively undertake that in the event that a disbursement of Financial Assistance is not less than US$75 million disbursed directly to the Notes Trustee Recapitalisation Fund (at the request of the Beneficiary Member State) or the Beneficiary Member State uses a disbursement of Financial Assistance to provide financing to the Recapitalisation Fund, then, during the period when such Financial Assistance is outstanding and has not been reimbursed, the Beneficiary Member State shall procure and the Club Loan Agent Recapitalisation Fund shall permit ESM to appoint an observer to observe the discussions of each Recapitalisation Fund Board, provided that: (A) ESM’s observer shall not be required to observe every or any discussion of either Recapitalisation Fund Board and may select which discussions to observe in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelyits discretion; and (iiB) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement such observer shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement confidentiality undertaking with HSBC-HK the Recapitalisation Fund in the customary form set out in Schedule 11 (HSBC-HK Agreement)if any) required by the Recapitalisation Fund. 4.4 (ii) (Changes to Recapitalisation Fund Laws) The Consenting Creditors hereby agree that the Schedule of Excluded Parties Beneficiary Member State undertakes that: (as defined in the Solicitation PlanA) shall include all any changes which are needed to any Recapitalisation Fund Laws or to other laws or regulations of the parties referred to Beneficiary Member State, in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary order to give full effect to the Court Supervised Arrangements. Without limiting the generality obligations of any of the foregoingBeneficiary Member State and the Recapitalisation Fund under the Agreement, the Resolution Fund under any other Claims such Consenting Creditor may have against such parties arising out of Resolution Loan, or relating to give full effect to the Club Loans or the Notes or enforcement thereof (MoU, including, without limitation, any claims arising out of to: (1) provide security to ESM or relating to the Undertakingsconfer on ESM valid, enforceable and irrevocable third party rights (if applicable); or (2) perform undertakings (including information undertakings), shall not be released. 4.5 Notwithstanding anything to promptly implemented following consultation with ESM (in consultation with the contrary hereinCommission, HSBC-HK shall not be obligated (includingECB and, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadlinewhere appropriate, the Information Agent shall calculate the Backstop Commitments of each Backstop Party IMF); and (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims B) other than as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the samerequired: (a1) the Backstop Claims of that Backstop Party as under paragraph (A) boven; and/or (2) in order to give effect to any directive, regulation or other law of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan)EU, or it shall not make any other party who would be authorized change to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable Recapitalisation Fund Law where such change to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator relevant Recapitalisation Fund Law adversely affects ESM’s rights or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for interests under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionAgreement.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this AgreementThe Assignor undertakes: (a) no Consenting Creditor shall be required to waive inform the Security Agent promptly of any Defenses or be prohibited from taking any action to preserve subsequent changes in the validity, existence or priority value of any of its rights and the Claims (including seeking acceptance resulting from any complaints, price discounts, set off or other reasons, after becoming aware of such changes, provided any Claims for feessuch change, costs and expenses under or such changes in aggregate, might have a material adverse effect on the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)Security granted hereunder; (b) HSBC-HK may, without limitation, seek to take, refrain from taking notify the Security Agent promptly of any event or cause circumstance other than interpretation of law which affects or is reasonably likely to be taken adversely affect the validity or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation enforceability of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKAgreement; (c) in additionat its own expense, to execute and do all such assurances, acts and things as the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which Security Agent may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makereasonably require: (i) an Interim Distribution that is not less than US$75 million to for perfecting or protecting the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) security intended to be applied in accordance with the Existing Indenture and the Club Loan afforded by this Agreement, respectively; and (ii) if the SFR Distribution Security granted hereunder has become enforceable, for facilitating the realisation of all or any part of the Claims which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent or in any receiver of all or any part of those Claims; and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Notes Trustee Security Agent or to be applied in accordance with its nominees and give all notices, orders and directions which the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission):Security Agent may reasonably think expedient; and (ad) would be contrary not to assign or sell any of the Claims to any applicable law or regulation or might affect directly or indirectly its reputationthird party without the Security Agent’s prior written consent; orand (be) would result in such Consenting Creditor incurring to inform the Security Agent promptly of any Liability or waiving or releasing attachments (Pfändung) regarding any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, Claims or any other Claims such Consenting Creditor measures which may have against such parties arising out of impair or jeopardise the Security Agent’s rights relating to the Club Loans or Claims. In the Notes or enforcement thereof (includingevent of an attachment, without limitation, any claims arising out of or relating the Assignor undertakes to forward to the UndertakingsSecurity Agent promptly a copy of the attachment order (Pfändungsbeschluss), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated garnishee order (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)Überweisungsbeschluss) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures other documents necessary for counsel or other advisors), in each case, which a defence against the attachment. The Assignor shall be satisfactory to inform the Creditor Plan Proponents, in their sole discretionattaching creditor promptly about the Security Agent’s security interests.

Undertakings. 4.1 Subject to Clause 4.2Unless otherwise permitted by the Principal Finance Documents, each Consenting Creditor irrevocably during the term of this Agreement, the Transferor undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this AgreementCollateral Agent: 13.1 to inform the Collateral Agent in writing promptly of any attachments (aPfändung) no Consenting Creditor of which it becomes aware in respect of any and all of the Specified Collateral and/or the Licence Receivables. In the event of an attachment, the Transferor undertakes to forward to the Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Transferor shall be inform the attaching creditor without undue delay about the Collateral Agent’s security interests; 13.2 not to dispute the validity of the Specified Collateral or of new applications for registration with regard to the Specified Collateral; 13.3 if failure to do the following would have a material adverse effect, to make all statements and take all actions at its own expense which are reasonably required in order to waive any Defenses maintain the registration of the Specified Collateral in the ordinary course of business, including the payment of renewal fees, and have the Specified Collateral registered if not registered so far and necessary to maintain the legal title therein and to deliver to the Collateral Agent at its reasonable request copies of the respective documents evidencing such actions; 13.4 to inform the Collateral Agent without undue delay if third parties materially dispute or be prohibited from taking any action to preserve challenge the validity, existence or priority validity of any of its rights and Claims (including seeking acceptance of the Specified Collateral or materially allege that any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as Specified Collateral violates the case may be); (b) HSBC-HK mayrights of third parties, without limitation, seek and assert all claims and to take, refrain from taking or cause to be taken or not taken any action litigate if this is required for the defence against such claims. Following the occurrence of an Enforcement Event and whilst it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth hereinis continuing, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on Transferor agrees that the part of HSBC-HK; (c) in addition, Collateral Agent may take over any judicial or extra judicial proceedings upon reasonable request and at the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelyTransferor’s expense; and (ii) 13.5 subject to Clause 9 of this Agreement, to refrain from any acts or omissions, the SFR Distribution to purpose or effect of which is or would be the Notes Trustee material dilution of the value of the Licence Receivables or the Licence Receivables ceasing to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require assignable or subjecting any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary Licence Receivable to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth other than German law other than in the Solicitation PlanTransferor’s ordinary course of business; 13.6 to inform the Collateral Agent without undue delay, subject to if third parties infringe any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to Specified Collateral in Schedule 12 (Excluded Release a way which would have a material adverse effect on the Collateral Agent’s and/or the Secured Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or ’ rights relating to the Club Loans or Specified Collateral. The Transferor shall, acting commercially reasonably and considering the Notes or enforcement thereof (including, without limitation, any claims arising out legitimate interest of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Collateral Agent and the Notes Trustee orSecured Parties, prosecute such infringement in its own name and at its own expense. All compensation claims becoming due after the alternative, by the Majority Backstop Parties date hereof become part of the applicable Senior Claims as Specified Collateral. Following the occurrence of an Enforcement Event and whilst it is continuing the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties Collateral Agent and/or the Plan Debtors (including Secured Parties may take over any judicial or extra judicial proceedings upon request and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to at the Creditor Plan Proponents, in their sole discretionTransferor’s expense.

Undertakings. 4.1 Subject to Clause 4.2As long as any Bond remains outstanding, each Consenting Creditor irrevocably the Issuer undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementto: (a) no Consenting Creditor shall Not to be required subject, in general, to waive any Defenses or be prohibited from taking any action to preserve a tax authority other than Belgium, with the validity, existence or priority of any exception of its rights current and Claims (including seeking acceptance of any Claims for fees, costs and expenses under future foreign permanent establishments or taxable presence within the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)European Economic Area; (b) HSBC-HK mayOnce the Bonds are admitted to negotiation on the regulated market of NYSE Euronext Brussels (on or before the Issue Date), without limitation(i) to provide the exchange with all documents, seek information and undertakings and to takepublish all communications or any other material considered as useful for the realisation and maintenance of such admission and (ii) to ensure the maintenance of such admission as long as the Bonds remain in circulation; if the Bonds are not or are no longer admitted to negotiation on the regulated market of NYSE Euronext Brussels, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable the Issuer will immediately take all reasonable measures in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation respect of the Restructuring in admission of the manner set forth herein, Bonds for the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder negotiation on a regulated market of the part of HSBC-HKEuropean Economic Area; (c) To maintain or to obtain all the necessary authorisations, consents, licenses, approvals, exemptions, registrations (i) for the Issuer to duly issue the Bonds, to enjoy the rights granted and respect the obligations arising from them, (ii) to ensure that such obligations are legal, valid and enforceable and (iii) to ensure that the Bonds are admitted as evidence in additionfront of Belgian courts; (d) Ensure that (i) the Gearing and (ii) the Consolidated Gearing, is below 65 per cent, in accordance with the REIT Royal Decree. However, should the REIT Royal Decree increase this ratio, the Consenting Creditors who are members Issuer shall still respect this Condition 5.10 (d); (e) Ensure that the Interest Cover exceeds 1,5:1; (f) Not to create or have outstanding and, as far as any Subsidiary is concerned, procure that no Subsidiary creates or has outstanding any Security, upon or with respect to the whole or any part of their present or future business, undertakings, assets or revenues (including any uncalled capital) which together with any other Security granted by the Issuer or any of its Subsidiaries would encumber assets whose global value would exceed 20% of the Ad Hoc Group agree to use reasonable efforts to seek the approval Global Fair Value of the Bankruptcy Court Real Estate Assets owned by the Issuer and its Subsidiaries; (which may g) Not to enter into any demerger, merger, contribution of branches of activities or a generality of assets, or any corporate action assimilated to these (hereafter jointly referred to as Restructuring), except for (i) intra group Restructurings on a solvent basis at the level of the Subsidiaries of the Issuer, (ii) for Restructurings on a solvent basis involving the Issuer and one or more companies operating in the real estate sector (be it a Subsidiary or not) to the extent the Issuer is the absorbing or acquiring entity and (iii) for mergers involving the Issuer and another REIT, whereby such REIT or a newly incorporated REIT is the absorbing entity, provided, in this latter case, that such merger has been approved by a General Meeting of Bondholders (prior to the filing of any merger proposal), with the quorum and majority requirements as set out in Article 574 of the Companies Code, it being understood that the Issuer, its Subsidiaries, any member of the Family ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ (defined as ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ and their respective descendants) and any significant shareholder (i.e. any shareholder having to disclose a major holding pursuant to the applicable legislation) shall in any event not be entitled to vote at such meeting should they hold Bonds (Restructurings mentioned under (i), (ii) and (iii) above are referred to as Permitted Restructurings); (h) Use its best endeavours to (i) procure that the Change of Control Resolutions be passed at the next general meeting of the Shareholders of the Issuer and (ii) file a Chapter 11 Plancopy of the resolutions as aforesaid promptly thereafter with the Clerk of the Commercial Court of Dendermonde (griffie van de rechtbank van koophandel/ greffe du tribunal de commerce) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:by 15 June 2014 at the latest; (i) an Interim Distribution that Not to incur or allow to remain outstanding any Personal Security covering any Financial Indebtedness of any person which is not less than US$75 million to a member of the Notes Trustee Issuer Group; (j) Promptly inform the Bondholders of the occurrence of any Event of Default (and the Club Loan Agent in accordance with the Agreed Participation (withoutsteps, for the avoidance of doubtif any, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) taken to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreementremedy it). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2While any Additional Tier 1 Security remains outstanding, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject the Company shall (if and to the termsextent permitted by the Applicable Regulations from time to time and only to the extent that such undertaking would not cause a Regulatory Event to occur), conditions and limitations set forth herein, it will comply save with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementapproval of an extraordinary Shareholder resolution: (a) no Consenting Creditor shall not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be required to waive any Defenses or be prohibited from taking any action to preserve the validitythat, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor upon Automatic Conversion of the Club Loans and/or Notes (Additional Tier 1 Securities, Ordinary Shares could not, under any applicable law then in effect, be legally issued as the case may be)fully paid; (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedingsevent of a Newco Scheme, provided take (or shall procure that if HSBC-HK takes any such there is taken) all necessary action to ensure that adversely affects implementation the Newco Scheme is an Exempt Newco Scheme and that immediately after completion of the Restructuring Scheme of Arrangement, any amendments to the Indenture as may be necessary to ensure that the Additional Tier 1 Securities may be converted into or exchanged for ordinary shares or units or the equivalent in Newco in accordance with the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKIndenture; (c) in addition, use all reasonable endeavors to ensure that the Consenting Creditors who are members Settlement Shares issued upon Automatic Conversion of the Ad Hoc Group agree Additional Tier 1 Securities following a Trigger Event shall be admitted to use reasonable efforts to seek listing and trading on the approval Relevant Stock Exchange; (d) following the Automatic Conversion of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking Additional Tier 1 Securities, take all corporate governance reasonable actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to ‎(a) register any additional ADSs, ‎(b) deposit a sufficient number of ADSs with the Court Supervised Arrangements. Without limiting the generality of the foregoingADS Depository, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined ensure that such ADSs shall continue to be listed on the New York Stock Exchange or, if the ADSs cease to be listed on such exchange, to be admitted to trading on a national securities exchange in the Solicitation Plan)United States; (e) notwithstanding any Settlement Shares Offer, at all times keep available for issue, free from pre-emptive or any other party who would be authorized preferential rights, sufficient Ordinary Shares to act on behalf enable Automatic Conversion of the Plan Debtors Additional Tier 1 Securities to be satisfied in full; (f) in circumstances where the provisions of this First Supplemental Indenture or their successor entities in connection with implementation the Additional Tier 1 Securities contemplate the appointment of a Settlement Share Depository, the Company shall use all reasonable endeavors to promptly appoint such Settlement Share Depository; and (g) where the provisions of the Chapter 11 PlanIndenture require or provide for a determination by an Independent Financial Adviser, the Court Supervised Arrangement or any Restructuring, Company shall be acceptable use all reasonable endeavors promptly to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or appoint an Independent Financial Adviser for such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionpurpose.

Undertakings. 4.1 Subject to Clause 4.2Once the performance of a Secondary Public Offering is requested, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 this Section, and as long as VDQ has not exercised its Right of First Refusal, after satisfactory completion of the feasibility study referred to in Section 8.4 below, SALIC, jointly with VDQ and the Company, undertake, pursuant to the applicable regulations, to prepare the required documentation, enter into the proper agreements, allow whomever it may lawfully concern to carry out a due diligence in the Company to the extent required and usual to this kind of offering, and take all other measures required to perform the Secondary Public Offering, in compliance with the provisions of the Brazilian Law, the CVM rules applicable to the Secondary Public Offering and, as applicable, the rules of B3 (Consenting Creditors’ undertakings) provided that, notwithstanding or of any other provision stock exchange in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses Brazil or be prohibited from taking any action to preserve abroad at the validitydiscretion of SALIC), existence or priority of any of its rights and Claims (as soon as possible, including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or but not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makelimited to: (i) prepare and file with CVM and B3 an Interim Distribution updated reference form of the Company, as well as the Secondary Public Offering prospect, and take all other measures that is not less than US$75 million may be required for compliance with the provisions of Brazilian Law and the CVM rules applicable to the Notes Trustee Secondary Public Offering; (ii) enter into a distribution and coordination agreement of the Secondary Public Offering, with scope, form and substance usual to the market, and take all other measures reasonably requested by SALIC or by the Global Coordinator of the Secondary Public Offering in such a manner as to speed and enable the successful Secondary Public Offering and to arrange for providing the Global Coordinator (and occasionally any other arrangers or coordinators of the Secondary Public Offering) with legal opinions of the Company in usual form, covering any matters usually covered in public offerings of the same nature, as reasonably requested by the Global Coordinator; (iii) pursuant to the applicable regulations, provide any financial, corporate and real estate documents and any other relevant documents for analysis by a representative of SALIC, by the Global Coordinator of the Secondary Public Offering and by any lawyers or auditors engaged by SALIC, by the Company or by the Global Coordinator, and cause the management, the employees and the Club Loan Agent auditors of the Company to supply any information requested (in accordance with the Agreed Participation (withoutmanner usually made in audits conducted in public offerings of securities) by any representative, for arranger or coordinator, lawyer or auditor in relation to the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelySecondary Public Offering; and (iiiv) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, take any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as measures reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with required for implementation of the Chapter 11 PlanSecondary Public Offering. 8.2.1. If there is any change in the applicable Law and/or regulations modifying the practices or procedures above, the Court Supervised Arrangement or any Restructuring, such practices and procedures shall be acceptable modified by mutual agreement between the Parties in such a manner as to optimize the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionSecondary Public Offering.

Undertakings. 4.1 Subject to The undertakings in this Clause 4.217 remain in force from the date of this Agreement for as long as any Commitment is in force or any amount is outstanding under this Agreement. The Borrower shall, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply save with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement:prior approval of the Majority Lenders, (a) not in any way modify the rights attaching to the Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class or type of equity share capital carrying any rights which are more favourable than such rights attaching to the Ordinary Shares, but so that nothing in this paragraph (a) shall prevent: (i) any consolidation, reclassification or subdivision of the Ordinary Shares; (ii) any modification of such rights which is not, in the determination in its absolute discretion of an independent financial adviser (pre-approved by the Majority Lenders, such approval not unreasonably to be withheld), prejudicial to the interests of the Lenders; (iii) any alteration to the articles of association of the Borrower made in connection with the matters described in this Clause 17 to the extent permitted under this Clause 18 or which is supplemental or incidental to any of the foregoing (including any amendment made to enable or facilitate procedures relating to such matters and any amendment dealing with the rights and obligations of holders of Securities, including Ordinary Shares, dealt with under such procedures); (iv) any issue of equity share capital where the issue of such equity share capital results, or would, but for the provisions of Clause 12.4 (Procedure for exercise of Conversion Right) relating to roundings, otherwise result in an adjustment to, or a consideration with respect to the determination of, the Conversion Price; (v) any issue of equity share capital or modification of rights attaching to the Ordinary Shares, where prior thereto the Borrower shall have instructed an independent financial adviser to determine in its absolute discretion what (if any) adjustments should be made to, or considerations should be made with respect to the determination of, the Conversion Price as being fair and reasonable to take account thereof and such independent financial adviser shall have determined in its absolute discretion either that no Consenting Creditor adjustment or consideration is required or that an adjustment to or consideration in respect of the determination of the Conversion Price is required and, if so, the new Conversion Price as a result thereof and the basis upon which such adjustment or consideration in respect of the determination is to be made and, in any such case, the date on which the adjustment or consideration in respect of the determination shall take effect (and so that the adjustment or consideration in respect of the determination shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights made and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may beshall take effect accordingly); (b) HSBC-HK maynot make any issue, without limitationgrant or distribution or take or omit to take any other action if the effect thereof would be that, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part exercise of HSBC-HKConversion Rights, Ordinary Shares could not, under any applicable law then in effect, be legally issued as fully paid; (c) not reduce its issued share capital or any uncalled liability in additionrespect thereof, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makeor any non-distributable reserves, except: (i) an Interim Distribution that is not less than US$75 million pursuant to the Notes Trustee terms of issue of the relevant share capital; (ii) by means of a purchase or redemption of share capital of the Borrower to the extent, in any such case, permitted by applicable law; (iii) where the reduction does not involve any distribution of assets; (iv) solely in relation to a change in the currency in which the nominal value of the Ordinary Shares is expressed; (v) to create distributable reserves; (vi) by way of transfer to reserves as permitted under applicable law; (vii) where the reduction is permitted by applicable law and an independent financial adviser, acting as expert and in its absolute discretion, advises that the Club Loan Agent interests of the Lenders will not be materially prejudiced by such reduction; (viii) where the reduction is permitted by applicable law and results in accordance an adjustment to, or a consideration with respect to the Agreed Participation (withoutdetermination of, the Conversion Price or is otherwise taken into account for the avoidance purposes of doubtdetermining whether such an adjustment or consideration with respect to the determination should be made; or (ix) provided that, without prejudice to the other provisions of this Agreement, the Borrower may exercise such rights as it may from time to time be entitled pursuant to applicable law to purchase, redeem or buy back its Ordinary Shares and any Indebtedness being reduced on account depositary or other receipts or certificates representing Ordinary Shares without the consent of any Interim Distributions Lender; (d) provide to the Lenders, by no later than 5 Business Days prior to the Closing Date, all of the documents and evidence referred to in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Lenders (acting reasonably) provided that the conditions may be waived by the Lenders in whole or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelypart; and (e) pay and discharge all Taxes due and payable by it prior to the accrual of any fine or penalty for late payment, unless (and only to the extent that) (i) payment of those Taxes is being contested in good faith, (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided adequate reserves are being maintained for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent those Taxes and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: costs required to contest them (aiii) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by payment can be lawfully withheld and (biv) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000failure to pay those Taxes is not reasonably likely to have a material adverse effect. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case The Lender may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in at its sole discretion deduct from sums to be lent and advanced to the Borrower any monies then remaining due and payable by the Borrower to the Lender, whether under this Agreement or otherwise, and b) The Borrower shall pay all costs, charges (including legal fees, cost of investigation of title to the Borrower’s assets and protection of the Lender's interest, if any) and expenses in any way incurred by the Lender and such stamp duty, other duties, authorization fees, taxes, charges and penalties if and when the Borrower is required to pay according to the laws for the time being in force, and c) The Borrower shall reimburse all sums paid and/or expenses incurred by the Lender under this Agreement within 2 Business Days from the date of notice of demand by the Lender. All such sums shall be debited to the Borrower’s Account and shall carry interest as noted in Section 4 a. of this Agreement or any another rate at the discretion of the Lender from the date of payment till such reimbursement, and d) The Borrower shall not enter into any amalgamation, demerger, merger or corporate reconstruction without the prior written approval of the Lender which approval shall not be unreasonably withheld, and e) The Borrower shall ensure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement, and f) The Borrower shall obtain the consent of its existing lenders if any for any Security provided or to be provided pursuant to the Security Documents, and g) The Borrower shall not without the prior written consent of the Lender declare or pay any dividend or authorize or make any distribution to its shareholders if an Event of Default has occurred and is subsisting or would occur as a result of such declaration or payment of dividend or Authorization or making of distribution, and h) The Borrower shall keep proper books of record and account and maintain proper accounting, management information and control systems in accordance with Generally Accepted Accounting Principles for the time being in force in the Adversary Proceedingsrelevant jurisdiction applicable to it from time to time, provided and i) The Borrower shall ensure that if HSBC-HK takes any such action that adversely affects implementation all the proceeds of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate each Loan advanced under this Agreement as are used strictly in accordance with the purpose set out in Clause 1.2 herein above, and j) The Borrower shall ensure that each Loan will be borrowed in accordance with all applicable approvals, guidelines, circulars, regulations and laws, and k) The Borrower shall obtain the consent of its existing lenders if any for any Security provided or to HSBC-HK be provided pursuant to the Security Documents, and l) The Borrower shall not dissolve / reconstitute itself without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (Lender which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), approval shall not be released.unreasonably withheld, and 4.5 Notwithstanding anything to m) Any modifications / amendments carried out in the contrary herein, HSBC-HK constitution/structure/members and ownership of the Borrower shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance binding on the amounts confirmed by Lender if made without the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties prior written approval of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties Lender which approval shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionunreasonably withheld.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakingsa) provided that, notwithstanding any other provision in this AgreementThe undersigned Registrant hereby undertakes: (a1) no Consenting Creditor shall be required To file, during any period in which offers or sales are being made, a post-effective amendment to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makeRegistration Statement: (i) an Interim Distribution that is not less than US$75 million to To include any prospectus required by Section 10(a)(3) of the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance Securities Act of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and1933; (ii) To reflect in the SFR Distribution prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; (iii) To include any material information with respect to the Notes Trustee plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be applied in accordance with a new registration statement relating to the Existing Indenturesecurities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 4.2 Nothing in this Agreement shall require (3) To remove from registration by means of a post-effective amendment any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; orof the securities being registered which remain unsold at the termination of the offering. (b) would result in such Consenting Creditor incurring The undersigned Registrant hereby undertakes that, for purposes of determining any Liability or waiving or releasing any legal or equitable rightsliability under the Securities Act of 1933, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all each filing of the parties referred Registrant’s annual report pursuant to in Schedule 12 (Excluded Release PartiesSection 13(a) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality or Section 15(d) of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out Securities Exchange Act of or 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the Club Loans or securities offered therein, and the Notes or enforcement thereof (including, without limitation, any claims arising out offering of or relating such securities at that time shall be deemed to be the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect initial bona fide offering thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (Insofar as defined indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the Solicitation Plan), or any other party who would be authorized to act on behalf opinion of the Plan Debtors Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or their successor entities paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with implementation of the Chapter 11 Plansecurities being registered, the Court Supervised Arrangement or any RestructuringRegistrant will, shall be acceptable to the Creditor Plan Proponents (as defined unless in the Solicitation Plan)opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and the Plan Administrator or such other party or parties shall not will be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made governed by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, final adjudication of such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionissue.

Undertakings. 4.1 Subject to Clause 4.210.1 The Retrocessionaire and the Company each give the following undertakings, each Consenting Creditor irrevocably undertakes in favour which shall apply throughout the Period of each other Consenting Creditor that, subject Risk: 10.1.1 if and to the terms, conditions extent permitted by Applicable Law and limitations set forth hereinRegulation, it shall promptly notify the Retrocedant of the occurrence of any Event of Default or Potential Event of Default; 10.1.2 it shall use its reasonable endeavours to ensure that at all times its exercise of its rights and performance of its obligations under this Agreement will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementnot: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validitycontravene its constitutive documents and, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, in the Consenting Creditors who are members case of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (withoutRetrocessionaire, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputationConstitutional Documents; or (b) would result in such Consenting Creditor incurring contravene any Liability Regulatory Requirement; 10.1.3 it will not transfer (whether by means of a scheme of arrangement or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)otherwise), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee novate or, in the alternativecase of the Retrocessionaire, cede its obligations under this Agreement with respect to the Retroceded Policies to another person without the prior written consent of the Retrocedant, unless, in the case of the Retrocessionaire ceding its obligations, the cession is in the ordinary course of business and on terms which would not adversely affect the amount of regulatory capital to be held by the Majority Backstop Parties Retrocedant or any other member of the applicable Senior Claims as XL Group, or otherwise adversely affect the collateral position or counterparty credit exposure of the Backstop DeadlineRetrocedant or any member of the XL Group; 10.1.4 subject to Clause 10.5, it will seek the prior written consent of the Retrocedant to a Change of Control; 10.1.5 it will procure that the investment assets of the Retrocessionaire are managed in accordance with the Retrocessionaire Guidelines and the Retrocessionaire IMA(s) immediately following together with the Backstop Deadline on provisions set forth in Clause 10.6 and Schedule 4; 10.1.6 in the case of the Company, it will maintain its Centre of Main Interest in Bermuda; 10.1.7 subject to Clause 10.3, in the case of the Company, it will not amalgamate, merge, or consolidate with any other person nor issue or allot any securities or any instruments convertible or exchangeable for securities in itself (including any securities or instruments which grant rights in respect of the Retrocessionaire) to any person, except with the prior written consent of the Retrocedant; and 10.1.8 it shall provide prior written notice to the Retrocedant at least 5 Business Days before making a Distribution. 10.2 The Retrocessionaire gives the following basis and undertakings, which shall apply throughout the Period of Risk: 10.2.1 it will notify each Backstop Party the Retrocedant in writing prior to any proposed material outsourcing taking effect in respect of the sameRetroceded Policies; 10.2.2 subject to any Distributions permitted by this Agreement, it will retain assets (as may change from time to time) of any Return Amount paid to the Retrocessionaire by the Retrocedant in the segregated account comprising the Retrocessionaire and use the assets in that segregated account only for the purposes of this Agreement and any other XL Retrocession Agreement; 10.2.3 it will hold regulatory capital in respect of the business reinsured under this Agreement in an amount at least equal to the Agreed Capital Level; 10.3 If the Company wishes to seek the consent of the Retrocedant pursuant to Clause 10.1.7, it shall promptly notify the Retrocedant in writing. After the tenth anniversary of the date of this Agreement, the Retrocedant may only withhold its consent to a request from the Company pursuant to Clause 10.1.7, when the Retrocedant reasonably determines that such change could materially and adversely affect: 10.3.1 the rights and obligations of any member of the XL Group under any contracts or commitments between such person and the Retrocessionaire, the Company, Holdco or the Investors or any of their respective Affiliates; 10.3.2 the credit risk of a member of the XL Group (including as a result of any changes to the availability or the enforceability of the Investor Capital Calls); or 10.3.3 the regulatory capital position of any member of the XL Group. 10.4 The Parties agree that the ceding of the Retrocessionaire's obligations to a person by way of retrocession permitted pursuant to Clause 10.1.3 shall not be regarded as a Change of Control and shall not require the prior written consent of the Retrocedant. 10.5 The Parties agree that a Non-Lead Investor may trigger a Change of Control to which the Retrocedant will not need to give its prior consent if: 10.5.1 the new controller has assumed all of that Non-Lead Investor's Interests; 10.5.2 the Retrocedant has the benefit of contractual rights which provide adequate remedies if the new controller breaches its obligations in connection with the Interests; and 10.5.3 the Retrocedant reasonably determines that such Change of Control would not materially and adversely affect: (a) the Backstop Claims rights and obligations of that Backstop Party as any member of the Backstop Deadline; divided byXL Group under any contracts or commitments between such person and the Retrocessionaire, the Company, the Investors or any of their respective Affiliates; (b) aggregate Backstop Claims the credit risk of all Backstop Parties as a member of the Backstop DeadlineXL Group (including as a result of any changes to the availability or the enforceability of the Investor Capital Calls); or (c) US$150,000,000the regulatory capital position of any member of the XL Group. 4.7 10.6 The Plan Administrator (as defined Parties will comply with the provisions in Schedule 4 with respect to the Solicitation Plan), or any other party who would be authorized to act on behalf management of the Plan Debtors or their successor entities in connection with implementation Funds-Withheld Assets and the assets of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionRetrocessionaire.

Undertakings. 4.1 Subject to Clause 4.2Unless otherwise permitted by the Principal Finance Documents, each Consenting Creditor irrevocably during the term of this Agreement, the Transferor undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this AgreementCollateral Agent: 11.1 to inform the Collateral Agent in writing promptly of any attachments (aPfändung) no Consenting Creditor of which it becomes aware in respect of any and all of the Collateral. In the event of an attachment, the Transferor undertakes to forward to the Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Transferor shall be inform the attaching creditor without undue delay about the Collateral Agent’s security interests; 11.2 not to dispute the validity of the Collateral or of new applications for registration with regard to the Collateral; 11.3 if failure to do the following would have a material adverse effect, to make all statements and take all actions at its own expense which are reasonably required in order to waive any Defenses maintain the registration of the Collateral in the ordinary course of business, including the payment of renewal fees, and have the Collateral registered if not registered so far and necessary to maintain the legal title therein and to deliver to the Collateral Agent at its reasonable request copies of the respective documents evidencing such actions; 11.4 to inform the Collateral Agent without undue delay if third parties materially dispute or be prohibited from taking any action to preserve challenge the validity, existence or priority validity of any of its rights and Claims (including seeking acceptance of the Collateral or materially allege that any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as Collateral violates the case may be); (b) HSBC-HK mayrights of third parties, without limitation, seek and assert all claims and to take, refrain from taking or cause to be taken or not taken any action litigate if this is required for the defence against such claims. Following the occurrence of an Enforcement Event and whilst it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth hereinis continuing, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on Transferor agrees that the part of HSBC-HK; (c) in addition, Collateral Agent may take over any judicial or extra judicial proceedings upon reasonable request and at the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelyTransferor’s expense; and (ii) 11.5 to inform the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require Collateral Agent without undue delay, if third parties infringe any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to Collateral in Schedule 12 (Excluded Release a way which would have a material adverse effect on the Collateral Agent’s and/or the Secured Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or ’ rights relating to the Club Loans or Collateral. The Transferor shall, acting commercially reasonably and considering the Notes or enforcement thereof (including, without limitation, any claims arising out legitimate interest of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Collateral Agent and the Notes Trustee orSecured Parties, prosecute such infringement in its own name and at its own expense. All compensation claims becoming due after the alternative, by the Majority Backstop Parties date hereof become part of the applicable Senior Claims as Collateral. Following the occurrence of an Enforcement Event and whilst it is continuing the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties Collateral Agent and/or the Plan Debtors (including Secured Parties may take over any judicial or extra judicial proceedings upon request and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to at the Creditor Plan Proponents, in their sole discretionTransferor’s expense.

Undertakings. 4.1 Subject 8.1 The Issuer undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 4.27 (Perfection of the Sale) in accordance with the standard of a Reasonable, each Consenting Creditor irrevocably undertakes in favour of Prudent Mortgage Lender). 8.2 The Seller and the Issuer undertake to each other Consenting Creditor that, subject and to the terms, conditions Security Trustee that if and limitations set forth herein, it will comply with to the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required any term which relates to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority recovery of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses interest under the Existing Finance Standard Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant applicable to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian Loan and Singapore law to make: (i) an Interim Distribution that its Related Security is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputationunfair; or (b) would result in such Consenting Creditor incurring the Standard Variable Rate or any Liability other discretionary interest rate or waiving margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or releasing assigns of the Seller or those deriving title from it; or (c) there has been any legal breach of or equitable rightsnon-observance or non-compliance with any obligation, Claimsundertaking, causes covenant or condition on the part of actionthe Seller relating to the interest payable by or applicable to a Borrower under any Loan, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Planthen, subject to any opt- the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out rights with respect to releases above, in which event it shall be conclusive and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into binding on all Secured Creditors), the Issuer will serve upon the Seller a separate agreement with HSBC-HK notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 11 6 (HSBC-HK AgreementLoan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 4.4 8.3 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything Seller undertakes to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent Issuer and the Notes Security Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: that (a) if its or (where the Backstop Claims of that Backstop Party as Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Backstop Deadline; divided by Seller or (bwhere the Seller does not have an independent rating) aggregate Backstop Claims of all Backstop Parties as YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the Backstop Deadline; relevant Rating Agency or (cii) US$150,000,000. 4.7 The Plan Administrator (as defined such other lower rating that the Cash Manager certifies in writing to the Solicitation Plan), or any other party who Note Trustee and the Security Trustee would be authorized to act have an adverse effect on behalf the ratings of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.Class A Notes or

Undertakings. 4.1 Subject 11.1 Each of the Parent and the Borrower undertakes to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor the Lender that, subject to unless otherwise agreed in writing by the termsLender, conditions from the date of this Agreement and limitations set forth herein, it will comply with so long as any monies are owing under this Agreement or remain available for drawing by the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this AgreementBorrower: (a) no Consenting Creditor shall be required to waive from the Release Date, it will (and, in the case of the Parent, will procure each of its Subsidiaries will) ensure that the proceeds of any Defenses issue of shares, securities convertible into shares or be prohibited from taking other equity or debt instruments (or any action to preserve other raising of debt finance) by the validity, existence Parent or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor Subsidiaries which is a Holding Company of the Club Loans and/or Notes Borrower (as the case may be); (b“Proceeds”) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result applied in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all prepayment of the parties referred to in Schedule 12 Advances (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except together with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, all accrued interest and other amounts due thereunder as may be necessary to give effect or outstanding under this Agreement) within 3 Business Days of receipt by the relevant member of the Parent Group of such proceeds (provided that, prior to the Court Supervised Arrangements. Without limiting Release Date, cash amounts representing the generality Proceeds may only be applied in prepayment of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out Advances with the prior consent of or relating the Senior Facility Agent (if prior to the Club Loans or Senior Discharge Date) and the Notes or enforcement thereof Subordinated Facility Agent (including, without limitation, any claims arising out of or relating if prior to the UndertakingsSubordinated Discharge Date), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided byand (b) aggregate Backstop Claims of all Backstop Parties as it will not (and, in the case of the Backstop DeadlineParent, will procure that none of its Subsidiaries will) create, assume, incur or otherwise permit to be outstanding any Subordinated Debt with a repayment or maturity date falling prior to 15 April, 2013; and (c) US$150,000,000upon the request of the Lender, it will execute and deliver such further documents and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Agreement. 4.7 The Plan Administrator (as defined in 11.2 In the Solicitation Plan), event of any merger or any other party who would be authorized to act on behalf consolidation of the Plan Debtors Parent or their successor entities in connection the Borrower with implementation of the Chapter 11 Planany person, the Court Supervised Arrangement or any Restructuring, shall be acceptable to Parent and/or the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or partiesBorrower, as the case may be, have agreed shall execute such documents and take such action as the Lender may reasonably require so as to ensure that: (a) the successor entity remains bound by the terms of this Agreement as the Parent or, as the case may be, the Borrower; and (xb) a budget or budgets for the Plan Debtors Lender has the same rights against the successor entity as it would have acquired had the successor entity been an original party to this Agreement as the Parent or, as the case may be, the Borrower. 11.3 Each of the Parent and the Borrower acknowledges and agrees that: (which shall include all disbursements expected to be made by a) the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements Lender may be made irreparably harmed by a breach of any term of this Clause 11 and damages may not be an adequate remedy; and (b) the Plan Administrator, such other parties and/or the Plan Debtors (including Lender may be granted an injunction or specific performance for any and all expenditures for counsel threatened or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionactual breach of any term of this Agreement.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject Without prejudice to the termsprovisions of Clause 8, conditions and limitations set forth herein, it will comply the Director undertakes with the Consenting Creditors’ undertakings Security Trustee with effect from the date of this Agreement and as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided long as it serves as director that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor it is and shall continue to be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor sole director of the Club Loans and/or Notes Security Trustee, save (as i) pursuant to a Programme Resolution by the case may be)holders of the Covered Bonds in accordance with Clause 25 of the Trust Deed or (ii) in accordance with the provisions of Clause 8 hereof; (b) HSBC-HK may, without limitation, seek to take, refrain it shall only resign from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation position as director of the Restructuring Security Trustee as soon as a suitable person, trust or administration office, reasonably acceptable to the CBC and the Issuer, after having consulted the Secured Parties, other than the Covered Bondholders, has been contracted to act as successor director of the Security Trustee, subject to an Extraordinary Resolution by the Covered Bondholders in accordance with Clause 25 of the manner set forth hereinTrust Deed, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as and subject to HSBC-HK without further obligation hereunder on the part of HSBC-HKRating Agency Confirmation; (c) the Security Trustee shall undertake no other business, except as provided for in additionthe Transaction Documents, until the Issuer and the CBC no longer have any actual or contingent liabilities under any of the Transaction Documents, including, but not limited to, all liabilities vis-à-vis any and all of the Secured Parties; (d) it shall manage the affairs of the Security Trustee in accordance with proper and prudent Dutch business practice and in accordance with the requirements of Dutch law and Dutch accounting practice and with the same care that it exercises or would exercise in connection with the administration of similar matters held for its own account or for the account of other third parties; (e) it shall not as director of the Security Trustee (i) agree to any alteration of any agreement including, but not limited to, the Consenting Creditors who are members Transaction Documents, to which the Security Trustee is a party or (ii) enter into any agreement, without having consulted the Secured Parties, other than the Covered Bondholders, prior thereto and subject to Rating Agency Confirmation, except as provided for in any of the Ad Hoc Group agree to use reasonable efforts to seek the approval Transaction Documents or (iii) appoint other directors of the Bankruptcy Court Security Trustee save as provided in Clause 25 of the Trust Deed or Clause 8 of this Agreement; (f) it and the Security Trustee shall refrain from any action detrimental to the Security Trustee's rights and obligations under the Transaction Documents; (g) it shall exercise all its rights and powers as director of the Security Trustee in compliance with the Transaction Documents; (h) it shall procure that the Security Trustee will at all times fulfil and comply with its obligations under each Transaction Document to which may be pursuant it is or will become a party, provided that to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian the extent that such obligations are contingent or dependent for their performance on the due performance by any other party of its obligations and Singapore law to make:undertakings under any Transaction Document such other party duly performs such obligations and undertakings thereunder; (i) an Interim Distribution it shall take no action (i) to dissolve the Security Trustee, or (ii) to enter into a legal merger or a legal demerger involving the Security Trustee, or (iii) to have the Security Trustee converted into a foreign entity, or (iv) to have the Security Trustee request the court to grant a suspension of payments, or (v) to have the Security Trustee declared bankrupt; (j) it shall not as director of the Security Trustee assign, novate or amend this Agreement; (k) it shall ensure that is not less the Issuer, the CBC, the Secured Parties, other than US$75 million to the Notes Trustee Covered Bondholders, and the Club Loan Agent Rating Agencies are notified in accordance writing forthwith upon the Director becoming aware of any steps being taken by any party in connection with the Agreed Participation (withoutwinding up, liquidation or bankruptcy of the Security Trustee or of any steps or proceedings being taken against the Security Trustee for the avoidance of doubt, any Indebtedness being reduced on account enforcement of any Interim Distributions debt or SFR Distributions obligation and in particular that have not occurred at that time) to be applied in accordance with the Existing Indenture Issuer, the CBC, the Secured Parties, other than the Covered Bondholders, and the Club Loan AgreementRating Agencies are notified in writing within two (2) calendar days of any summons to attend court hearings on a petition for bankruptcy being served on or received by the Security Trustee; (l) it shall procure that the Security Trustee, respectivelythe Administrator and the Rating Agencies are notified in writing forthwith upon the Director becoming aware of the occurrence of any of the events set forth in Clause 8.2 hereof; and (iim) the SFR Distribution to the Notes Trustee to be applied in accordance it shall comply with the Existing Indenture. 4.2 Nothing requirements of Dutch law regarding services as provided for in this Agreement shall require any Consenting Creditor to takeAgreement, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in including the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance Dutch Act on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties Supervision of the applicable Senior Claims Trust Offices as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000amended from time to time. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement4.01 The Customer undertakes: (a) no Consenting Creditor that the Receivables are and shall be required to waive any Defenses or be prohibited from taking any action to preserve in the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor sole beneficial ownership of the Club Loans and/or Notes (as the case may be)Customer, free from encumbrances and claims except pursuant to this Assignment; (b) HSBC-HK mayto perform its obligations under the Arrangement in a prompt and diligent manner, without limitationto take all necessary steps which are reasonable and prudent to procure the due performance by the Counterparty of its obligations under the Arrangement, seek to take, refrain from taking or cause notify the Bank of any default by the Customer and/or the Counterparty under the Arrangement and to institute and maintain all such proceedings as may be taken or not taken any action it deems necessary or desirable in its sole discretion in expedient to enforce the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation Arrangement or preserve or protect the interests of the Restructuring in Customer under the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKArrangement; (c) to get in additionand realise the Receivables in the ordinary course of its business and, until notice is given by the Consenting Creditors who are members Bank under Clause 4.01 (h), promptly pay into the Receipt Account all proceeds of the Ad Hoc Group agree to use reasonable efforts to seek the approval getting in and realisation and all moneys which it may receive in respect of the Bankruptcy Court Receivables forthwith on receipt (which except to the extent that the Bank may be pursuant agree otherwise in writing) and, pending such payment, to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian hold such proceeds and Singapore law to make:moneys on trust for the Bank; (id) an Interim Distribution that is not less than US$75 million if so required by the Bank, execute a charge over the Receipt Account (in such form satisfactory in all respects to the Notes Trustee Bank) and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance charge by way of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution first fixed charge to the Notes Trustee to be applied in accordance with Bank all the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable Customer’s rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principaltitle, interest and other amounts due thereunder as may be necessary to give effect benefit of and in all monies standing to the Court Supervised Arrangements. Without limiting the generality credit of the foregoingReceipt Account and all interest from time to time payable thereon and all right, any other Claims such Consenting Creditor may have against such parties arising out title and interest of the Customer, present and future, thereto and therein; (e) not to withdraw, assign, charge, encumber, transfer or otherwise dispose of or relating deal with any part of the monies standing to the Club Loans credit of the Receipt Account or the Notes or enforcement thereof (includingany interest therein, without limitation, any claims arising out of or relating unless and to the Undertakings), extent that the Bank shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote agree thereto in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.writing;

Undertakings. 4.1 Subject So long as any Facility is available or amounts are outstanding thereunder you undertake to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor us that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor you shall be required to waive not without the prior written consent of the Bank create, assume, permit and shall procure that your subsidiaries shall not create, assume or permit any Defenses mortgage, charge, pledge, lien or be prohibited from taking other encumbrance upon all or any action to preserve the validity, existence part of your or priority of any of its rights and Claims your subsidiaries present or future current assets (including seeking acceptance but not limited to stocks and receivables) other than for short term transactional finance provided by other banks and to the banks who finance those transactions, limited to those goods which have been financed by those banks provided that those goods are not subject of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor an encumbrance granted in favour of the Club Loans and/or Notes (as the case may be)Bank; (b) HSBC-HK mayif the Facility Agreement is made available to more than one Client, without limitationeach Client is jointly and severally liable for all claims that the Bank has or will have on (any of) the Client(s) under any heading whatsoever. By signing the Facility Agreement each Client subordinates in favour of the Bank all of its present and future claims on any other Client to all present and future claims that the Bank has on such Client in whatever regard. In the event the Bank has released any of the Clients from such joint and several liability or makes some arrangement with any Client, seek to take, refrain from taking or cause to be taken whether or not taken any action it deems necessary or desirable in its sole discretion in for final receipt of payment, such will only be subject to the Adversary Proceedings, provided reservation that if HSBC-HK takes any such action that adversely affects implementation all the other Clients remain fully jointly and severally liable for the obligations of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKClients; (c) you will notify us forthwith of any occurrence, since the period covered in additionthe most recent financial reports as required and duly received by the Bank, which in the Consenting Creditors who are members opinion of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to Bank might have a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: materially adverse effect on (i) an Interim Distribution that is not less than US$75 million to your or any of the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (withoutother Obligors’ financial condition, for the avoidance results of doubt, any Indebtedness being reduced on account of any Interim Distributions operation or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and business or (ii) your or any of the SFR Distribution other Obligors’ ability to duly and punctually perform the obligations under the Facility Agreement, or under any of the Security Documents or (iii) the validity, legality or enforceability of any of the Facility Agreement or the Security Documents; (d) in the event that the Facility Agreement mentions that a cross default clause is applicable, you will notify us forthwith when (i) any indebtedness of any of the Obligors is not paid when due and/or (ii) any indebtedness of any of the Obligors is declared to be or otherwise becomes due and payable prior to its specified maturity and/or (iii) any commitment for any indebtedness of any of the Obligors is cancelled or suspended by any one of the Obligors’ creditors and/or (iv) any of the Obligors’ creditors becomes entitled to declare any indebtedness of any of the Obligors’ due and payable prior to its specified maturity; (e) you will permit the Bank at any time on written notice to enter in any warehouse or other premises in which goods financed by the Bank are stored and to inspect such goods. You will procure the co-operation of the warehouse owners and operators and procure that they provide to us all such information as to the Notes Trustee identity, location and condition of the goods as we shall from time to be applied in accordance time demand; (f) you empower the Bank at any time with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor right to take, or omit verify the details of the Bank’s collateral administration at your offices and agree to take, any action if provide the Bank’s chosen auditors with such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission):information as they may require; (ag) would be contrary you will indemnify the Bank against any loss or expense (including but not limited to legal expenses) which the Bank may certify as incurred by it as a consequence of any applicable law default in payment by you of any sum when due or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring demanded and/or any Liability or waiving or releasing breach by you of any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all provision of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), Facility Agreement or any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or partiesSecurity Documents, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which case the Bank’s certificate shall (save for manifest error) be satisfactory to the Creditor Plan Proponents, in their sole discretionconclusive.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably The Borrower hereby undertakes in favour of each other Consenting Creditor that, subject to the termsBank as long as the Facility or any part thereof is available or any amount is outstanding (whether actually or contingently) hereunder that: 12.1. It will not create, conditions incur or permit to subsist any Encumbrance as security for any Financial Indebtedness over any of its assets and limitations set forth hereinwill procure that no such Encumbrance is created, it will comply with incurred or permitted to subsist over any of the Consenting Creditors’ undertakings as set forth assets of any of its Subsidiaries, unless the Bank has given its prior written consent to such Encumbrance being created or incurred or subsisting provided that this sub-Clause 12.1 shall not apply in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement:respect of:- (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority Encumbrances arising solely by operation of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)law; (b) HSBC-HK may, without limitation, seek any Encumbrance over assets acquired and which Encumbrance either is in existence prior to take, refrain from taking such acquisition or cause secures only Financial Indebtedness incurred to be taken or not taken any action it deems necessary or desirable in its sole discretion in finance the Adversary Proceedings, provided that if HSBC-HK takes any acquisition of such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKassets; (c) in addition, the Consenting Creditors who are members Encumbrances over the assets of the Ad Hoc Group agree Borrower existing prior to use reasonable efforts the date of this Agreement and disclosed in writing to seek the approval Bank on or prior to the date hereof; (d) in the case of any company which becomes a Subsidiary of the Bankruptcy Court Borrower after the date of this Agreement, any security existing on or over its assets when it becomes a Subsidiary and not created in contemplation of or in connection with its becoming a Subsidiary; (which may e) any liens arising in the ordinary course of the business of the Borrower; (f) rights of set-off arising by operation of law or by contract by virtue of the provision to any member of the Group of banking facilities or overdraft facilities in the ordinary course of business and/or in connection with cash management arrangements; (g) any retention of title to goods supplied to any member of the Group where such retention is required by the supplier in the ordinary course of its trading activities and on its standard terms and the goods in question are supplied on credit; (h) Encumbrances (except for Encumbrances expressed to be pursuant created as a floating charge) arising under finance leases, hire purchase, conditional sale agreements or other agreements for the acquisition of assets on deferred payment terms and only to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:the extent such Encumbrances are granted by the relevant member of the Group over assets comprised within or constituted by such arrangements; (i) an Interim Distribution that is not less than US$75 million Encumbrances over goods and documents of title to goods entered into in the Notes Trustee and ordinary course of trade to secure the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance purchase price of doubt, any Indebtedness being reduced on account of any Interim Distributions such goods or SFR Distributions that have not occurred at that time) loans to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; andfinance such purchase price; (iij) Encumbrances in respect of Financial Indebtedness between any members of the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing IndentureGroup. 4.2 Nothing (k) Encumbrances incurred in this Agreement shall require any Consenting Creditor addition to take, or omit to take, any action if such Consenting Creditor (those described in its sole and absolute discretion) determines that such action (or omission): paragraphs (a) would be contrary to (j) above where the aggregate principal amount of the Financial Indebtedness secured by such Encumbrances shall not at any applicable law or regulation or might affect directly or indirectly its reputation; ortime exceed 15% of Consolidated Tangible Net Worth. (bl) would result any Encumbrances created to replace or in such Consenting Creditor incurring substitution for any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties Encumbrances referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBCsub-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: paragraphs (a) to (k) of this sub-Clause 12.1 Provided that the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000principal amount thereby secured is not increased. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably The Manager undertakes with the Bank that throughout the Security Period (as such term is defined in the General Assignment dated 20 November 2007 (the “General Assignment”) executed by the Borrower in favour of each other Consenting Creditor that, subject the Bank): 4.1 the Manager will not agree or purport to agree to any amendment or variation of the Management Agreement without the prior written consent of the Bank; 4.2 the Manager will procure that any sub-manager appointed by it pursuant to the termsprovisions of the Management Agreement will, conditions and limitations set forth hereinon or before the date of such appointment, it enter into an undertaking in favour of the Bank in substantially the same form (mutatis mutandis) as this Letter; 4.3 the Manager will comply with not, without the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided thatprior written consent of the Bank, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking take any action to preserve the validity, existence or priority of institute any of its rights and Claims (including seeking acceptance of proceedings or make or assert any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor claim on or in respect of the Club Loans and/or Notes Ship or its policies and contracts of insurance (which expression includes all entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Security Period (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that term is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation PlanGeneral Assignment) shall include all in place or taken out or entered into by or for the benefit of the parties referred Borrower (whether in the sole name of the Borrower or in the joint names of the Borrower and the Bank or otherwise) in respect of the Ship and her Earnings (as such term is defined below) or otherwise howsoever in connection with the Ship and all benefits thereof (including claims of whatsoever nature and return of premiums) (together the “Insurances”) or all moneys whatsoever from time to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything time due or payable to the contrary contained herein Borrower during the Security Period (as such term is defined in the General Assignment) arising out of the use or operation of the Ship including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Borrower in the event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship (the “Earnings”) or any other Claims such Consenting Creditor property or other assets of the Borrower which the Bank has previously advised the Manager are subject to any Encumbrance or right of set-off in favour of the Bank by virtue of any of the security documents executed in favour of the Bank pursuant to the Loan Agreement; 4.4 the Manager does hereby subordinate any claim that it may have against such parties arising out of the Borrower or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings otherwise in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis Ship and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator its Earnings, Insurances and Requisition Compensation (as such term is defined in the Solicitation Plan), or any other party who would be authorized General Assignment) to act on behalf the claims of the Plan Debtors or their successor entities Bank under the Loan Agreement and the other Security Documents and undertakes to exercise no right to which it may be entitled in connection with implementation respect of the Chapter 11 PlanBorrower and/or the Ship and/or its Earnings and/or Insurances and/or Requisition Compensation in competition with the Bank; 4.5 the Manager will discontinue any such action or proceedings or claim which may have been taken, instituted or made or asserted, promptly upon notice from the Court Supervised Arrangement or Bank to do so; 4.6 the Manager will promptly notify the Bank if at any Restructuring, shall be acceptable time the amount owed by the Borrower to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable Manager pursuant to the Creditor Plan Proponent unless Management Agreement (whether in respect of the Plan Administrator Manager’s remuneration or disbursements or otherwise) exceeds US$100,000 or the equivalent in other currencies; and 4.7 the Manager will provide the Bank with such other party or parties, information concerning the Ship as the case Bank may be, have agreed from time to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretiontime reasonably require.

Undertakings. 4.1 Subject to Clause 4.211.1 The Issuer undertakes and warrants, each Consenting Creditor irrevocably undertakes in favour inter alia, that so long as there are any outstanding Bonds save with the approval of each other Consenting Creditor that, subject to a Special Resolution of the terms, conditions and limitations set forth hereinBondholders, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 shall (Consenting Creditors’ undertakings) provided thatand, notwithstanding any other provision in this Agreement:where applicable, shall procure that its Subsidiaries shall): (a) no Consenting Creditor shall be required use commercially reasonable endeavours to waive any Defenses effect a Qualified IPO or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)a Qualified SPAC Listing; (b) HSBC-HK mayafter the Listing Date, without limitationuse commercially reasonable endeavours to maintain a listing for all the issued Shares on the Stock Exchange; and (ii) if unable to maintain or obtain such listing, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in obtain and maintain a listing for all the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation Shares on an Alternative Stock Exchange as the Issuer with the approval by an Ordinary Resolution of the Restructuring Bondholders may from time to time determine and will forthwith give notice to the Bondholders (in accordance with Condition 20) of the manner set forth herein, listing or delisting of the Consenting Creditors may, Shares (as a class) by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part any of HSBC-HKsuch stock exchanges; (c) after the Listing Date, comply in additionall material respects with all the rules, the Consenting Creditors who are members regulations and requirements of the Ad Hoc Group agree to use reasonable efforts to seek applicable Stock Exchange (including the approval of Listing Rules) or the Bankruptcy Court Alternative Stock Exchange (which may be pursuant to a Chapter 11 Planif applicable); (d) to CFG Peru taking comply in all corporate governance actions consistent material respects with Peruvian all applicable laws and Singapore law to make:regulations; (e) promptly (i) an Interim Distribution obtain, comply with and do all that is not less than US$75 million necessary to the Notes Trustee maintain in full force and the Club Loan Agent in accordance with the Agreed Participation (withouteffect, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution supply certified copies to the Notes Security Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to takeof, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or omission): (a) would be contrary to registration required under any applicable law or regulation of a relevant jurisdiction to (x) enable it to perform its obligations under the Bond Documents; (y) ensure the legality, validity, enforceability or might affect directly admissibility in evidence of any Bond Documents; and (z) carry on its business where failure to do so has or indirectly its reputationis reasonably likely to have a Material Adverse Effect; or103 Alvotech - Bond Instrument (Tranche A) (bf) would result in maintain with insurance companies that are financially sound and reputable, such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rightscommercial general liability insurance, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights product liability insurance and property insurance with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) heretoliabilities, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of losses or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings damage in respect thereof. 4.6 As soon of its properties and assets as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (are customarily carried or maintained under similar circumstances by Persons engaged in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors)similar businesses, in each case, in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as are customary for such other Persons to maintain under similar circumstances in similar businesses; (g) do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Trustee may reasonably specify (and in such form as the Security Trustee may reasonably require in favour of the Security Trustee or its nominee(s)): (i) to perfect the Security created or intended to be created under or evidenced by the Security Documents (which shall be satisfactory may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Security) or for the exercise of any rights, powers and remedies of the Security Trustee or the Bondholders provided by or pursuant to the Creditor Plan ProponentsBond Documents or by law; (ii) to confer on the Security Trustee Security over any property and assets of the Issuer or any Guarantor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Security Documents; and/or (iii) to facilitate the realisation of the assets which are, in their sole discretionor are intended to be, the subject of the Security; and (h) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Trustee by or pursuant to the Bond Documents.

Undertakings. 4.1 Subject to Clause 4.2, Each of the Creditors (other than the Trustees) and each Consenting Creditor irrevocably Trustee (for itself and as trustee for the relevant Creditors) undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings that except as set forth in Schedule 3 (Consenting Creditors’ undertakings) otherwise expressly provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses it will not contest or be prohibited from taking any action to preserve challenge the validity, existence perfection, priority, effectiveness or priority enforceability of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor or all of the Club Loans and/or Notes (as the case may be)Debt or any guarantee or Security granted or purported to be granted in respect thereof; (b) HSBC-HK mayto the extent that it is reasonably practicable to do so, without limitationeach Creditor (provided, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation case of each of the Restructuring Trustees that its costs and expenses in so acting have been paid or indemnified to its satisfaction) shall give all necessary instructions to any paying agents, registrars, custodians, nominees, book entry depositories or agents performing similar functions in order to implement and give effect at all times to the manner set forth herein, the Consenting Creditors may, arrangements contemplated by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKAgreement; (c) in addition, to the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court extent that a Creditor receives any amount (which may be pursuant to a Chapter 11 Planor an increased amount) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makethat it would not have received but for: (i) an Interim Distribution that is not less than US$75 million any invalidity, failure to perfect or unenforceability of any or all of the Debt or any guarantee or any Security granted or purported to be granted in respect of the Debt or the failure to take Security over assets intended to be the subject of any of the Transaction Security Documents; (ii) any failure of any ranking of Security interests; (iii) any of the Security granted or purported to be granted under the Transaction Security Documents being set aside in connection with any Insolvency Event; or (iv) any claims being subordinated pursuant to applicable law, the relevant Creditor (and in the case of any Trustee, subject to Clause 18 (The Security Agent) and to Clause 19 (The Notes Trustee)) shall forthwith pay such amount or increased amount to the Notes Trustee and the Club Loan Security Agent for application in accordance with Clause 14.1 (Order of Application) as far as permitted by applicable law; and (d) it will not contest, challenge, impair or impede any Enforcement Action taken in accordance with the Agreed Participation (without, for the avoidance terms of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (aany delay or failure to take any Enforcement Action) would be contrary to by any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and hereinCreditor. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably The Assignor hereby undertakes in favour of each other Consenting Creditor that, subject to the termsBank as follows:- (1) forthwith upon the execution of this Deed to give notice of this Assignment to the Purchaser in the form of Second Schedule and procure that the Purchaser acknowledges such notice of assignment in the form of the Third Schedule; (2) save as provided in this Deed, conditions not to (and limitations set forth hereinnot to agree, it will conditionally or unconditionally, to) sell, assign, transfer, charge or otherwise dispose of the Assignor's rights, title, interest, benefits, advantages, permits, licences and remedies in the Sale Agreement; (3) to take all steps necessary or advisable to secure the due performance by the Purchaser of the Purchaser's obligations under the Sale Agreement; (4) to promptly and diligently perform and comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion Assignor's obligations contained in the Adversary Proceedings, provided that if HSBC-HK takes any Sale Agreement and institute and prosecute all such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder proceedings as may be necessary or advisable to give effect preserve or protect the Assignor's interest in the Sale Agreement; (5) from time to time at the request of the Bank, the Assignor will execute and deliver promptly and duly to the Court Supervised Arrangements. Without limiting the generality of the foregoing, Bank any other Claims such Consenting Creditor may have against such parties arising out of further instruments or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan)documents, and the Plan Administrator to do any act or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or partiesthing, as the case Bank may be, have agreed to the terms of (x) a budget require or budgets for the Plan Debtors (which shall include all disbursements expected to be made are required by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwiselaw, for the periods prior purpose of perfecting the security created by this Deed and of obtaining the full benefit of this Deed and of the rights and powers hereby granted; (6) not to and after make or agree to any amendment, cancellation, termination or repudiation of any of the Restructuring Effective Date)terms, or (y) other arrangements governing the terms covenants and conditions of the Sale Agreement or release the Purchaser from its obligations under which disbursements the Sale Agreement or exercise any rights or powers of termination under the Sale Agreement or waive any breach of the Sale Agreement; (7) to ensure that all sums of money hereby assigned or to be assigned to the Bank shall forthwith be paid to the Bank or as the Bank may direct. Pending payment of such sums of money to the Bank or as may be made directed by the Plan AdministratorBank, the Assignor shall hold all such other parties and/or sums of money as trustee upon trust for the Plan Debtors Bank absolutely; (including 8) not to take or omit to take any action, the taking or omission of which may render the Sale Agreement invalid or result in any cancellation, termination or repudiation of any of the terms, covenants and all expenditures for counsel conditions of the Sale Agreement or other advisors), take any steps which is in each case, which shall be satisfactory the opinion of the Bank adverse to the Creditor Plan Proponentsinterest of the Bank under this Deed; (9) not to exercise at any time, any right or power conferred on the Assignor by the Sale Agreement in their sole discretionany manner which in the opinion of the Bank has a material adverse effect on the financial position of the Assignor under this Deed; (10) to do or permit to be done each and every act or thing which the Bank may from time to time require to be done for the purpose of enforcing the rights of the Bank under this Deed and will allow the Assignor's name to be used as and when required by the Bank for that purpose.

Undertakings. 4.1 Subject (a) Except as provided in paragraph (c) below, the Junior Creditors and the Borrower shall not: (i) make or receive any payment or distribution in respect of any Junior Debt, whether in cash or in kind from any source; (ii) purchase, redeem or acquire or make any demand in respect of any Junior Debt; (iii) allow any Junior Debt to Clause 4.2be set-off or otherwise discharged; (iv) allow to exist or receive the benefit of any security, each Consenting Creditor irrevocably undertakes guarantee, indemnity or other assurance against loss in favour respect of each other Consenting Creditor thatany Junior Debt, subject including without limitation under any deposit or participation arrangement; (v) allow any Junior Debt to be evidenced by a negotiable instrument; (vi) allow any Junior Debt to be subordinated to any person otherwise than in accordance with this Agreement; or (vii) take any action which might impair the priority or subordination achieved or intended to be achieved by this Agreement. (b) In addition to the termsundertakings above, conditions until the Senior Debt Discharge Date: (i) Repsol shall: (A) not cancel or release, or allow the cancellation or release, of the Bilateral Guarantee (except for payments made by Repsol to Santander under the Bilateral Guarantee in the terms provided thereunder); or (B) make any payment validly claimed by Santander under the Bilateral Guarantee in relation to the Santander Debt in the terms provided thereunder; (ii) the Borrower and limitations set forth herein, it will comply with Repsol shall: (A) notify the Consenting Creditors’ undertakings as set forth in Schedule 3 Intercreditor Agent (Consenting Creditors’ undertakingsimmediately after any of them become aware of) provided that, notwithstanding any other provision in this Agreementthe existence of: (a) no Consenting Creditor shall be required any Santander Event of Default; (b) any payment made by Repsol to waive Santander in relation to the Santander Debt; and (c) any Defenses or be prohibited from taking any action to preserve the validity, existence or priority infringement of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses obligation or representation under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)Bilateral Guarantee; (bB) HSBC-HK maysend (immediately after the reception of) a copy of any notice or communication made by the Borrower or Repsol to, without limitationor received by the Borrower or Repsol from, seek Santander or in relation to takethe Santander Debt or the Bilateral Finance Documents, refrain from taking including any payment claim made by Santander to Repsol under the Bilateral Guarantee or cause by Santander to the Borrower under any other Bilateral Finance Document; and (C) provide the Intercreditor Agent with any information the Intercreditor Agent may require in relation to the Santander Debt; and (iii) the Borrower shall not: (A) create (or allow the creation of) any security interest to secure the Santander Debt; or (B) purchase or acquire any Santander Debt, to the extent this may be taken or equal to a payment not taken any action it deems necessary or desirable in its sole discretion in permitted under the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK;Senior Finance Documents. (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court Paragraphs (which may be pursuant to a Chapter 11 Plana) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make(b) do not apply to: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee existence of any Seller Security, guarantee or indemnity under the Seller Credit Agreement, or the existence of the Bilateral Guarantee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; andBilateral Security Interest; (ii) on or before the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to takeSenior Debt Discharge Date, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission):approved by the Required Lenders; (aiii) would be contrary to after the Senior Debt Discharge Date, any applicable law or regulation or might affect directly or indirectly its reputationsuch action approved by Repsol; (iv) payments expressly permitted under the Senior Finance Documents (or, after the Senior Debt Discharge Date, the Seller Credit Agreement); or (bv) would result in such Consenting Creditor incurring any Liability anything permitted under Clause 3.2 (Preservation of Junior Debt), Clause 5 (Payments of Junior Debt), Clause 6.2 (Consequences of insolvency), Clause 9.2 (Permitted Seller Enforcement) or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in Clause 15 (Changes to the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be releasedthis Agreement. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject The Manager undertakes with the Bank that throughout the Security Period (as such term is defined in the deed of covenant dated 31 December 2007 as amended by an amendment to Clause 4.2, each Consenting Creditor irrevocably undertakes it dated 15 April 2010 (together the “Deed of Covenant”) executed by the Owner in favour of each other Consenting Creditor that, subject the Bank): 4.1 the Manager will not agree or purport to agree to any amendment or variation of the Management Agreement without the prior written consent of the Bank; 4.2 the Manager will procure that any sub-manager appointed by the Manager pursuant to the termsprovisions of the Management Agreement or otherwise will, conditions and limitations set forth hereinon or before the date of such appointment enter into an undertaking in favour of the Bank in substantially the same form (mutatis mutandis) as this Letter; 4.3 the Manager will not, it will comply with without the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided thatprior written consent of the Bank, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking take any action to preserve the validity, existence or priority of institute any of its rights and Claims (including seeking acceptance of proceedings or make or assert any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor claim on or in respect of the Club Loans and/or Notes Ship or its policies and contracts of insurance (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation which expression includes all entries of the Restructuring Ship in a protection and indemnity or war risks association) which are from time to time during the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties Security Period (as defined in the Solicitation PlanDeed of Covenant) shall include all in place or taken out or entered into by or for the benefit of the parties referred Owner (whether in the sole name of the Owner or in the joint names of the Owner and the Bank or otherwise) in respect of the Ship and her Earnings (as such term is defined below) or otherwise howsoever in connection with the Ship and all benefits thereof (including claims of whatsoever nature and return of premiums) (the “Insurances”) or any moneys whatsoever from time to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything time due or payable to the contrary contained herein Owner during the Security Period arising out of the use or operation of the Ship including (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Owner in event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship (the “Earnings”) or any other Claims property or other assets of the Owner which the Bank has previously advised the Manager are subject to any Encumbrance or right of set-off in favour of the Bank by virtue of any of the Security Documents or otherwise; 4.4 the Manager will discontinue any such Consenting Creditor action or proceedings or claim which may have been taken, instituted or made or asserted, promptly upon notice from the Bank to do so; 4.5 the Manager does hereby subordinate any claim that it may have against such parties arising out of the Owner or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings otherwise in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis Ship and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator its Earnings, Insurances and Requisition Compensation (as such term is defined in the Solicitation Plan), or any other party who would be authorized Deed of Covenant) to act on behalf the claims of the Plan Debtors or their successor entities Bank under the Loan Agreement, the Master Swap Agreement and the other Security Documents and undertakes not to exercise any right to which it may be entitled in connection with implementation respect of the Chapter 11 Plan, Owner and/or the Court Supervised Arrangement or Ship and/or its Earnings and/or Insurances and/or Requisition Compensation in competition with the Bank; 4.6 the Manager will promptly notify the Bank if at any Restructuring, shall be acceptable time the amount owed by the Owner to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable Manager pursuant to the Creditor Plan Proponent unless Management Agreement (whether in respect of the Plan Administrator Manager’s remuneration or disbursements or otherwise) exceeds One hundred thousand Dollars ($100,000) or the equivalent in other currencies; and 4.7 the Manager will provide the Bank with such other party or parties, information concerning the Ship as the case Bank may be, have agreed from time to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretiontime reasonably require.

Undertakings. 4.1 Subject to Clause 4.2The Issuer undertakes that so long as the Bonds or any part thereof remain outstanding, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply save with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the prior approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makeBondholder: (i) an Interim Distribution that is not less than US$75 million it will use its best endeavours (A) to maintain a listing for all the issued Shares on the Stock Exchange, and (B) to obtain and maintain a listing for all the Conversion Shares issued on the exercise of the Conversion Rights attaching to the Notes Trustee Bonds on the Stock Exchange; (ii) it will pay the expenses of the issue of, and all expenses of obtaining listing for, the Club Loan Agent Conversion Shares arising on conversion of the Bonds; (iii) it will not make any reduction of its ordinary share capital or any uncalled liability in accordance with respect thereof or of any share premium account or capital redemption reserve fund except, in each case, where the Agreed Participation reduction is permitted by applicable law and results in (withoutor would, but for the provision of these Conditions relating to rounding or the carry forward of adjustments, result in) an adjustment to the Conversion Price or is otherwise taken into account for the purposes of determining whether such an adjustment should be made (and for the avoidance of doubt, shall not restrict the Issuer from repurchasing any Indebtedness being reduced Shares on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied the Stock Exchange in accordance with the Existing Indenture Listing Rules and applicable law); (iv) it will comply with any law, rule, regulation, judgment, order, authorization or decree of any government, governmental or regulatory body or court, domestic or foreign having jurisdiction over the Club Loan AgreementIssuer or any Subsidiary or any of their respective assets and properties; (v) not in any way modify the rights attaching to the Shares with respect to voting, respectivelydividends or liquidation; (vi) reserve, free from any pre-emptive or other similar rights, out of its authorized but unissued ordinary share capital, the full number of Shares liable to be issued on conversion of the Bonds from time to time and will ensure that all Shares will be duly and validly issued as fully-paid; and (iivii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require not make any Consenting Creditor to takeoffer, issue or omit to take, distribution or take any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) the effect of which would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in reduce the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in Conversion Price below the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all par value of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality Shares of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be releasedIssuer. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably 8.1 The Borrower undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will Lender to comply with the Consenting Creditors’ undertakings following provisions of this Clause 8 at all times during the Security Period, except as set forth the Lender may otherwise agree in Schedule 3 writing: 8.1.1 the Borrower will (Consenting Creditors’ undertakingsand will procure that each Group Company will) provided thatobtain, notwithstanding effect and keep effective all permissions, licences, consents and permits which may from time to time be required: (i) in connection with the Charged Assets; and (ii) to conduct its business; 8.1.2 the Borrower will (and to the extent any Group Company has charged its assets pursuant to a Security Document, the Borrower shall procure that this Group Company shall) own only for its own account the Charged Assets free from all Security Interests and other provision interests and rights of every kind, except for those created by the Security Documents; 8.1.3 the Borrower will not (and shall procure that each Group Company will not) sell, assign, transfer or otherwise dispose of the Charged Assets, any of its material assets or any share therein and shall give immediate notice to the Lender of any judicial process or encumbrance affecting the Charged Assets except for the Charged Assets covered by the Danish Floating Charge which may be disposed of in this Agreementthe ordinary course of business in accordance with its terms; 8.1.4 the Borrower will provide to the Lender with: (i) the following information by way of a monthly report: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority details of any of its rights and Claims (including seeking acceptance changes to the management/directors of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)Group Company; (b) HSBC-HK may, without limitation, seek to take, refrain from taking details of any Group Company incorporated or cause acquired or proposed to be taken incorporated or not taken any action it deems necessary acquired on or desirable in its sole discretion in after the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation date of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) such other information (financial or otherwise) as the SFR Distribution Lender may reasonably request from time to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require time concerning any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in Group Company and its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof affairs (including, without limitation, information concerning the Charged Assets, its assets from time to time and any claims arising out request for amplification or explanation of any item in the financial statements, budgets or relating other material provided by the Borrower under this Loan Agreement); 8.1.5 the Borrower will provide to the UndertakingsLender all documents, confirmations and evidence required by the Lender to satisfy its "know your customer" requirements or similar identification checks in order to meet its obligations from time to time under applicable money laundering, or similar, laws and regulations; 8.1.6 the Borrower will provide the Lender with its monthly consolidated management accounts for the Group (each certified by a director) as fairly presenting the data reflected, at the earlier of: (i) thirty (30) calendar days of the end of each calendar month; or (ii) when such information is provided to any shareholder or investor in the Borrower (to include notification of the commencement of litigation by or against the Borrower) and, the Borrower will also provide copies of any announcement which is proposed to be made public by the Borrower concerning dividends, annual or interim financial positions and affairs of the Borrower (or any Group Company); 8.1.7 the Borrower will provide the Lender with its consolidated annual audited (if applicable) financial statements for the Group at the earlier of (i) provision of such statements to any shareholder or investor in the Borrower or (ii) within one hundred and eighty (180) calendar days of the end of each financial year of the respective Group Company, in each case including a statement of operations, balance sheet, statement of cash flows and shareholders' equity, certified by a firm of chartered accountants of recognised national standing; 8.1.8 the Borrower will before the start of each financial year and in any event within ten (10) calendar days of its approval by the board of directors, provide the Lender with a consolidated budget for the Group showing: (i) a projected consolidated balance sheet as of the end of each financial year; (ii) a projected profit and loss account; and (iii) a cash flow forecast for the forthcoming financial year (a "Budget"); 8.1.9 the Borrower will provide the Lender with any revised version of a Budget previously provided to the Lender pursuant to Clause 8.1.8 within ten (10 calendar days) of the approval by the Borrower’s board of directors of such revised Budget; 8.1.10 the Borrower will provide the Lender with (and shall procure that each Group Company will provide the Lender with) copies of all board packs, notices, minutes, consents and other material that it provides to its board of directors at the same time they are delivered to the directors (the Lender understands that particularly sensitive information may from time to time be redacted from the copy documents it receives); 8.1.11 the Borrower will provide the Lender with (and shall procure that each Group Company will provide the Lender with) all documents dispatched by the Borrower and each Group Company to its shareholders, or its creditors generally at the same time as they are dispatched; 8.1.12 the Borrower will grant (and shall procure that each Group Company will grant) the Lender the right to have a representative to meet with its managing director and finance director once each quarter throughout the Security Period to review and discuss the operating performance and financial condition of the Group. For any such meetings held in person, the Lender understands that it shall pay its own travel costs and related expenses. In addition, upon the occurrence of an Event of Default, the Lender shall be entitled to have a representative attend all meetings of the Borrower's (and each Group Company's) board of directors and/or committee thereof in a non-voting observer capacity. The Borrower agrees (and shall procure that each Group Company) agrees to give notice of all board meetings to the Lender at the same time as to its directors; 8.1.13 the Borrower will (and will procure that each Group Company will) maintain in force and promptly obtain or renew, and will promptly send certified copies to the Lender of, all consents required: (i) for the Borrower and each Group Company to perform its obligations under the Loan Documents, as relevant; (ii) for the validity or enforceability of the Loan Documents; and (iii) for the Borrower and each Group Company to continue to own the Charged Assets from time to time, and the Borrower will, and will procure that each Group Company will, comply with the terms of all such consents; 8.1.14 the Borrower will notify the Lender as soon as it becomes aware of: (i) the occurrence of an Event of Default; or (ii) any matter which indicates that an Event of Default has occurred, may have occurred or is likely to occur, and will thereafter keep the Lender fully up to date with all developments; 8.1.15 the Borrower will (and shall ensure that each Group Company will) maintain adequate risk protection through insurances on and in relation to its business and assets to the extent reasonably required on the basis of good business practice taking into account, inter alia, its (and any Group Company's) financial position and nature of operations. All insurances must be with reputable independent insurance companies or underwriters; 8.1.16 the Borrower shall not be released(and shall ensure that no Group Company will) incur or allow to remain outstanding any Financial Indebtedness, except: (i) under this Loan Agreement; (ii) where a Group Company which has granted a Security Interest to the Lender over all or any of its material assets or shares is lending to or borrowing from the Borrower or another Group Company which has granted a Security Interest to the Lender over all or any of its material assets or shares; (iii) non-speculative hedging transactions entered into in the ordinary course of business in connection with protection against interest rate or currency fluctuations; (iv) arising in the ordinary course of business with suppliers of goods or services with a maximum duration of ninety (90) days; or (v) not permitted by the preceding paragraphs and the outstanding principal amount of which does not exceed €400,000 (or its equivalent in another currency or currencies) in aggregate for the Group at any time. 4.5 Notwithstanding anything 8.1.17 notwithstanding Clause 8.1.16, the Borrower shall not (and shall ensure that no Group Company will) incur or allow to remain outstanding any Financial Indebtedness owing to any shareholder of a Group Company (excluding other Group Companies) or any persons or companies related to them, unless such Financial Indebtedness is on terms (including interest, repayment and subordination) satisfactory to the contrary herein, HSBC-HK Lender; 8.1.18 the Borrower shall not be obligated (includingand shall ensure that no other Group Company will) create or permit to subsist any Security Interest over any of its assets except for (i) any security entered into pursuant to any Security Document, (ii) any security arising in the ordinary course of business (including without limitation any security deposits with landlords, (iii) any security arising under Clause 3.1 any retention of title, hire purchase or Schedule 3 conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Company in the ordinary course of business and on the supplier's standard or usual terms and not arising as a result of any default or omission by any Group Company and (Consenting Creditors’ undertakings)iv) any security (which is fully subordinated to any Security Interest granted to the Lender on terms acceptable to the Lender) securing debt the principal amount of which (when aggregated with the principal amount of any other debt which has the benefit of security given by any member of the Group other than any permitted under paragraphs (i) to vote (iv) above) does not exceed €400,000 (or its equivalent in another currency or currencies); 8.1.19 the Borrower will not (and shall ensure that no other Group Company will) declare and/or make or agree to make (whether in the relevant constitutional documents or otherwise) any distribution by way of dividend or otherwise without the prior written consent of the Lender; 8.1.20 the Borrower shall be responsible for all costs associated with the Charged Assets including all tax assessments, insurance premiums, operating costs and repair and maintenance costs as well as any fees associated with registering of any Security Interest granted in connection with this Loan; 8.1.21 the Borrower shall at the request of the Lender from time to time (and shall procure that each Group Company shall) promptly execute and deliver such further documents creating Security Interests in favour of the Lender over such assets and in such form as the Lender may require in its discretion from time to time to: (i) secure all monies, obligations and liabilities of the Borrower and/or any Chapter 11 Plan or take a position in Group Company to the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following Lender; (ii) facilitate the Backstop Deadline, realisation of the Information Agent shall calculate Charged Assets; and/or (iii) exercise the Backstop Commitments of each Backstop Party (in reliance powers conferred on the amounts confirmed by the Club Loan Agent and the Notes Trustee orLender or a receiver or administrator appointed under any Security Document, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized from time to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.time;

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve Guarantor hereby unconditionally and irrevocably guaranties not merely as surety but as primary obligor, the validity, existence or priority due and punctual: (i) performance by Assignee of all of the obligations of the "Owner Participant" under the Operative Agreements assumed by Assignee under the Assignment Agreement; (ii) payment of any and all sums which are payable by the Owner Participant pursuant to any of its rights the Operative Agreements which payment obligations were assumed by Assignee under the Assignment Agreement; and Claims (including seeking acceptance iii) performance of, observance of and compliance with all other obligations, covenants and undertakings and representations and warranties of, or made by, Assignee in the Assignment Agreement or the Owner Participant contained in or arising under the Operative Agreements and assumed by Assignee under the Assignment Agreement (such payments and other obligations referred to in this Section 4(a) hereinafter referred to as the "OBLIGATIONS"). Guarantor agrees that it will not use the assets of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be);ERISA Plan to fund its payment obligations hereunder. (b) HSBC-HK mayGuarantor agrees that this Guaranty Agreement is an unconditional and absolute guaranty of payment and performance (not merely collectability), without limitation, seek to take, refrain from taking or cause to be taken or that its undertakings hereunder are not taken contingent upon any Guaranteed Party bringing any action it deems necessary against Assignee or desirable in resorting to any security and hereby expressly waives any claim that its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation undertakings hereunder on the part of HSBC-HK;are so contingent. (c) in additionGuarantor irrevocably waives promptness, diligence, demand, and all notices whatsoever as to the Obligations guaranteed hereby, and any other circumstances which might otherwise constitute a defense available to it, or a discharge of it (other than the defense of payment or performance), and agrees that it shall not be required to consent to or receive any notice of any amendment or modification of, or waiver, consent or extension with respect to, the Consenting Creditors who are members of Participation Agreement or the Ad Hoc Group agree other Operative Agreements to use reasonable efforts to seek the approval of the Bankruptcy Court (which Assignee is a party that may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:made or given as provided herein or otherwise. (id) an Interim Distribution that is not less than US$75 million Guarantor further agrees to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include pay all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof expenses (including, without limitation, all fees and disbursements of counsel) that may be paid or incurred by any claims arising out Guaranteed Party in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or relating to collecting against, the Undertakings), shall not be releasedGuarantor under this Guaranty Agreement. 4.5 Notwithstanding anything (e) Guarantor understands and agrees that its obligations hereunder shall be construed as continuing, absolute and unconditional without regard to (i) the contrary hereinvalidity, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 regularity or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour enforceability of any Chapter 11 Plan Operative Agreement, any of the Obligations or take any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (ii) any defense, set-off or counterclaim (other than a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments defense of each Backstop Party (in reliance on the amounts confirmed payment or performance) that may at any time be available to or be asserted by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or Assignee against any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date)Guaranteed Party, or (yiii) any other arrangements governing instances whatsoever (with or without notice to or knowledge of the terms and conditions Assignee or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of Assignee for the Obligations, or of Guarantor under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors)this Guaranty Agreement, in each case, which shall be satisfactory to the Creditor Plan Proponents, bankruptcy or in their sole discretionany other instance.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this AgreementThe Company undertakes: (a) no Consenting Creditor shall be required (accounting records) to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any keep proper accounting records and ensure that each of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under Subsidiaries does the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be);same; and (b) HSBC-HK may(conduct of business) to conduct its business (including collecting debts owed to it) in a proper, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK;orderly and efficient manner; and (c) in addition(no cessation of business) not, without Fortrend Securities’ consent, to cease conducting any of its business and not to significantly change the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account general character of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelybusiness it conducts; and (iid) the SFR Distribution (information) to the Notes Trustee give Fortrend Securities any document or other information that Fortrend Securities reasonably requests from time to be applied in accordance time; and (e) (status certificates) on request from Fortrend Securities, to give Fortrend Securities a certificate signed by two of its directors which states whether a Termination Event or Potential Termination Event, or Review Event is continuing; and (f) (maintain authorisations) to obtain, renew on time and comply with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes terms of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided each authorisation necessary for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised it to enter into the Transaction Documents to which it is a separate agreement party, to comply with HSBC-HK in the form set out in Schedule 11 its obligations and exercise its rights under them and to allow them to be enforced; and Standby Subscription Agreement 28 September 2010 900999 v1/HN 16 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties g) (as defined in the Solicitation Plancontinuous disclosure) shall include to comply at all times with its obligations under Chapter 6CA of the parties referred Corporations Act and under the ASX Listing Rules and to in Schedule 12 (Excluded Release Parties) heretonotify ASX on the date a Drawdown Notice is given of the giving of the Drawdown Notice, the Drawing, the Drawdown Date and notwithstanding anything reasonable details of the pricing of the Shares to be issued under the Drawdown Notice and, if requested by Fortrend Securities, to immediately disclose to the contrary contained herein (including in Schedule 8 (Term Sheet)), market any release granted inside information concerning the Company possessed by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans Fortrend Securities or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop DeadlineSubscriber; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.and

Undertakings. 4.1 Subject 7.1 The Issuer undertakes to the Seller that it will at all times, prior to the transfer of legal title to the Loans and their Related Security to the Issuer in accordance with Clause 4.26 (Perfection of the Sale) (or will direct the relevant Servicer at all times to), each Consenting Creditor irrevocably undertakes use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans and their Related Security comprised in favour of each other Consenting Creditor thatthe Portfolio in accordance with the Seller’s Policies (as provided to the Servicer on the Closing Date in a document stored upon electronic or digital media (including, but not limited to, a CD) in a format acceptable to the Servicer (acting reasonably)), subject to such changes made by the terms, conditions Seller prior to transfer of legal title to the Loans and limitations set forth herein, it will comply their Related Security in accordance with Clause 6 (Perfection of the Sale) in accordance with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided standard of a Reasonable, Prudent Residential Mortgage Lender). 7.2 The Seller undertakes to the Issuer that, notwithstanding in the event that any Borrower establishes that it has at any time prior to the Closing Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other provision expense associated therewith. The Seller further agrees to hold the Issuer harmless against any such claims and to indemnify the Issuer on an after-Tax basis in this Agreement:relation to any costs, expense, loss or other claim which may arise in connection therewith. 7.3 The Seller undertakes to the Issuer and the Security Trustee that, pending perfection of the assignment after the occurrence of any event under Clause 6 (Perfection of the Sale): (a) no Consenting Creditor it shall be required not do or omit to waive do any Defenses act or be prohibited from taking any action to preserve thing which might, in the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor opinion of the Club Loans Issuer and/or Notes Security Trustee (as the case may be), prejudice the interests of the Issuer and/or the Security Trustee in the Portfolio; (b) HSBC-HK may, without limitation, seek it shall promptly notify the Issuer and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller's or the Issuer's title to take, refrain from taking any Loan or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion Related Security comprised in the Adversary Proceedings, provided that Portfolio or if HSBC-HK takes it becomes aware of any such action that adversely affects implementation material breach of any of the Restructuring Loan Warranties in respect of any Loan or its Related Security comprised in the manner set forth herein, Portfolio or any material breach of any other obligations of the Consenting Creditors may, by Special Majority Consent, terminate Seller under this Agreement as to HSBC-HK without further obligation hereunder on (unless such breach is either rectified or such Loan and their Related Security is repurchased by the part of HSBC-HKSeller); (c) it shall, if required to do so by the Issuer or the Security Trustee, lend its name to, and take such other steps as may reasonably be required in additionrelation to legal proceedings to the extent necessary to protect, preserve and enforce its title or the Consenting Creditors who are members Issuer's or the Security Trustee's title to or interest in respect of the Ad Hoc Group agree relevant Loans or their Related Security comprised in the Portfolio and the Issuer will have power of attorney to use reasonable efforts to seek act in the approval name of the Bankruptcy Court (which may be Seller pursuant to a Chapter 11 Plan) the Seller Power of Attorney, provided that the Seller is reimbursed by the Issuer subject to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation relevant Priority of Payments for the reasonable legal expenses and costs of such proceedings; (withoutd) it shall use all reasonable endeavours to obtain as soon as reasonably possible that information which accurately and definitively identifies the relevant Mortgages (which may, for the avoidance of doubt, any Indebtedness being reduced include the relevant title number) comprised in the Portfolio which are registered at the Land Registry; (e) it shall, where relevant, make and enforce claims under the Third Party Buildings Policies and Insurance Policies relating to the Properties of which it has the benefit and hold the proceeds of such claims on account of any Interim Distributions trust for the Issuer or SFR Distributions that have not occurred at that time) to be applied in accordance with as the Existing Indenture and the Club Loan Agreement, respectivelyIssuer may direct; and (iif) it shall, where relevant, make and enforce claims under the SFR Distribution Related Security and rights of action against third parties relating to the Notes Trustee to be applied in accordance with Properties of which it has the Existing Indenturebenefit and hold the proceeds of such claims on trust for the Issuer or as the Issuer may direct. 4.2 Nothing in this Agreement 7.4 The Seller undertakes to the Issuer and the Security Trustee that it shall require any Consenting Creditor grant security powers of attorney to take, or omit to take, any action if such Consenting Creditor (in its sole the Issuer and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK Security Trustee substantially in the form set out in Schedule 11 3 (HSBC-HK AgreementSeller Power of Attorney). 4.4 7.5 The Consenting Creditors hereby agree Seller undertakes to the Issuer and the Security Trustee that if it (or an entity that is an originator within the Schedule meaning of Excluded Parties Article 4(1)(13) of the Capital Requirements Regulation (Regulation 575/2013 EC) as it formed part of domestic law at 11:00 p.m. on 31 December 2020, or, from 31 March 2022, within the meaning of Article 4(1)(13) of the Capital Requirements Regulation as it forms part of retained EU law as defined in the Solicitation Plan) shall include all EUWA in relation to the securitisation as a related entity of the parties referred Seller (a Group Originator)) purchases any Notes or Certificates or other positions in the Securitisation constituted by the Transaction Documents beyond its contractual obligations, such purchase will be exceptional and in any event only relate to the purchase or repurchase (in Schedule 12 (Excluded Release Partieswhole or in part) heretoof the Most Senior Class of Notes, and notwithstanding anything any such purchase or repurchase, and any repurchase, restructuring or substitution of underlying assets by the Seller (or a Group Originator) beyond its contractual obligations will be made in accordance with prevailing market conditions with the parties to the contrary contained herein them acting in their own interests as free and independent parties (including in Schedule 8 (Term Sheetarm’s length)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything 7.6 If any Borrower exercises a right of set-off in relation to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position Loans comprised in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the samePortfolio: (a) the Backstop Claims as a result of that Backstop Party as any act or omission of the Backstop DeadlineSeller at any time; divided byor (b) aggregate Backstop Claims of all Backstop Parties as of in relation to any debt or other monies owing by the Backstop Deadline; Seller to the Borrower, (c) US$150,000,000. 4.7 The Plan Administrator (as defined in so that the Solicitation Plan)amount of principal and/or interest owing under a Loan is reduced but no corresponding amount is received by the Issuer, or any other party who would be authorized to act on behalf of then the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable Seller hereby undertakes to the Creditor Plan Proponents (as defined in the Solicitation Plan), Issuer and the Plan Administrator or Security Trustee that it will reimburse the Issuer for any such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionreduction.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakingsa) provided that, notwithstanding any other provision in this AgreementThe undersigned Registrant hereby undertakes: (a1) no Consenting Creditor shall be required To file, during any period in which offers or sales are being made, a post-effective amendment to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makeRegistration Statement: (i) an Interim Distribution that is not less than US$75 million to To include any prospectus required by Section 10(a)(3) of the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; andSecurities Act; (ii) To reflect in the SFR Distribution prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement. (iii) To include any material information with respect to the Notes Trustee plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be applied in accordance with a new registration statement relating to the Existing Indenturesecurities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 4.2 Nothing in this Agreement shall require (3) To remove from registration by means of a post-effective amendment any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; orof the securities being registered which remain unsold at the termination of the offering. (b) would result in such Consenting Creditor incurring The undersigned Registrant hereby undertakes that, for purposes of determining any Liability liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or waiving or releasing any legal or equitable rightsSection 15(d) of the Exchange Act (and, Claimswhere applicable, causes each filing of action, indemnities, Defenses or remedies, except as expressly set forth an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Solicitation Plan, subject Registration Statement shall be deemed to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into be a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or new registration statement relating to the Club Loans or securities offered therein, and the Notes or enforcement thereof (including, without limitation, any claims arising out offering of or relating such securities at that time shall be deemed to be the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect initial bona fide offering thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (Insofar as defined indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the Solicitation Plan), or any other party who would be authorized to act on behalf opinion of the Plan Debtors Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or their successor entities paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with implementation of the Chapter 11 Plansecurities being registered, the Court Supervised Arrangement or any RestructuringRegistrant will, shall be acceptable to the Creditor Plan Proponents (as defined unless in the Solicitation Plan)opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and the Plan Administrator or such other party or parties shall not will be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made governed by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, final adjudication of such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionissue.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement:The Pledgor undertakes (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve notify the validity, existence or priority Security Trustee promptly of any of its rights and Claims (including seeking acceptance change in the partnership of, or the capital contributions to, the Company or of any Claims for fees, costs and expenses under change in the Existing Finance Documentation as Accepted Claimspartnership agreement (Gesellschaftsvertrag) against or any obligor registrations in the commercial register other than with respect to holders of the Club Loans and/or Notes a statutory power of attorney (as the case may beProkura); (b) HSBC-HK may, without limitation, seek to take, refrain from taking notify the Security Trustee promptly of any event or cause circumstance other than interpretation of law which affects or is reasonably likely to be taken affect the validity or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation enforceability of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKsecurity interest granted hereunder; (c) to effect promptly any payments to be made to the Company in addition, the Consenting Creditors who are members respect of the Ad Hoc Group agree Interests; (d) at its own expense, to use reasonable efforts to seek execute and do all such assurances, acts and things as the approval of the Bankruptcy Court (which Security Trustee may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makereasonably require: (i) an Interim Distribution that is not less than US$75 million to for perfecting or protecting the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) security intended to be applied in accordance with the Existing Indenture and the Club Loan afforded by this Agreement, respectively; and (ii) if the SFR Distribution Secondary Pledges have become enforceable pursuant to Clause 7.1, for facilitating the realisation of all or any part of the Interests which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Trustee, and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Notes Security Trustee or to be applied in accordance with its nominees and give all notices, orders and directions which the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission):Security Trustee may reasonably think expedient; (ae) would be contrary at the Security Trustee’s reasonable request, to any applicable law or regulation or might affect directly or indirectly furnish to the Security Trustee such information concerning the Interests as is available to the Pledgor to permit the Security Trustee and its reputation; ordesignees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Trustee, to deliver to the Security Trustee copies of all such records and papers; (bf) would result in such Consenting Creditor incurring to refrain from any Liability acts or waiving omissions which might have an adverse effect on the validity or releasing any legal enforceability of the Secondary Pledges or equitable rights, Claims, causes the effect of action, indemnities, Defenses or remedies, except as expressly set forth which results in the Solicitation Plan, subject Interests ceasing to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same:exist; and (ag) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000Future Interests will be fully paid and that there will be no obligation for a limited partner to make additional contributions. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably The custodian's undertakings The Custodian undertakes in favour of each other Consenting Creditor that, subject to that at all times during the terms, conditions and limitations set forth herein, Term it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementwill: (a) no Consenting Creditor shall be required (notice of default) give notice in writing to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)Custodial Transfer Event; (b) HSBC-HK may(compliance with law) (i) maintain in effect all qualifications, without limitationconsents, seek licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to take, refrain from taking perform or cause comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to be taken do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation capacity as trustee of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as Trust become liable to HSBC-HK without further obligation hereunder on the part of HSBC-HK;pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant respect to a Chapter 11 PlanReceivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:(Insurance Policies) (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent act in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account terms of any Interim Distributions or SFR Distributions that have not occurred at that time) Mortgage Insurance Policies to be applied in accordance with the Existing Indenture and extent applicable to the Club Loan Agreement, respectivelyCustodian; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, not do or omit to takedo anything which, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out omission of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or partieswhich, as the case may be, have agreed could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the terms extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (xf) a budget or budgets for the Plan Debtors (which shall include all disbursements expected provide information and access on request) as soon as reasonably practicable after being requested so to be made do, provide information reasonably requested by the Plan DebtorsTrustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the -------------------------------------------------------------------------------- Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether expressly provided for under what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Restructuring Documents Trustee or otherwisethe Manager if any action or inaction on its part is reasonably likely to, for or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the periods prior Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to and after the Restructuring Effective Dateparagraph (a), the Custodian shall not be liable for a breach of this Agreement, or (y) other arrangements governing the terms and conditions be liable under which disbursements may be made any indemnity, in relation to any action or inaction on its part, where it has been notified by the Plan AdministratorTrustee or the Manager that the action or inaction is not reasonably likely to, such other parties and/or or will not have a Material Adverse Effect, unless the Plan Debtors (including any and all expenditures for counsel notification was caused by the fraud, negligence or other advisors), in each case, which shall be satisfactory to wilful default of the Creditor Plan Proponents, in their sole discretionCustodian.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to 2.1 The Borrower and the terms, conditions Guarantor jointly and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings severally undertake as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementfollows: (a) to take all necessary actions within their control in order to ensure that the Ship is irrevocably and unconditionally delivered to the Buyer by no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve later than the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)Final Expiry Date; (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in upon the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation successful delivery of the Restructuring in Ship to the manner set forth hereinBuyer, to ensure that the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as Net Proceeds for the Ship are paid to HSBC-HK without further obligation hereunder on the part of HSBC-HKEarnings Account; (c) in addition, to sell the Consenting Creditors who are members Ship for cash on normal commercial arm's length terms and for the Purchase Price; (d) to keep the Lender regularly updated regarding the sale proceeds of the Ad Hoc Group agree Ship and in any case to use reasonable efforts provide such update promptly following the Lender's request; (e) to seek send the approval Lender on a regular basis from the date of this Agreement until the date of the Bankruptcy Court sale of the Ship all valuations issued for the purposes of the sale of the Ship; (which may be pursuant to a Chapter 11 Planf) to CFG Peru taking send the Lender a copy of the MOA duly signed by the parties thereto; (g) to send the Lender documentary evidence in connection with the Release Costs in form in all corporate governance actions consistent respects acceptable to the Lender; (h) to confirm in writing on or before the date of this Agreement that no outstanding claim or claims against the insurers or any charterer in connection with Peruvian and Singapore law to make:the Ship remains unpaid; (i) an Interim Distribution to ensure that is not less than US$75 million on the date of the sale of the Ship, the Borrower will confirm in writing (in a form in all respects acceptable to the Notes Trustee Lender) that there are no due and unpaid Earnings or outstanding claims in connection with the Club Earnings or Insurances of the Ship and that no Earnings or Insurances (in connection with a claim, previous employment or otherwise) are anticipated in connection with the Ship after its delivery to the Buyer; (j) to ensure that upon receipt of the Net Proceeds, such Net Proceeds are applied in (i) prepayment of the Loan Agent in accordance with clauses 7.8, 7.9 and 7.11 of the Agreed Participation Loan Agreement and (withoutii) satisfaction of the Swap Exposure currently outstanding under the Master Agreement, for and the avoidance Borrower and the Guarantor hereby irrevocably and unconditionally (i) confirm and authorise the Lender to make such application on their behalf under the Loan Agreement and the Master Agreement, respectively and (ii) instruct the Lender to terminate as of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time31 October 2016 the existing interest rate derivative transactions referred to in Recital (B) and the confirmations attached hereto as Annex 3; (k) to be applied in accordance with ensure that 1 Business Day prior to the Existing Indenture completion of the sale of the Ship by delivery to the Buyer and following the Club Loan release by the Lender to the Borrower of (i) the Minimum Liquidity and (ii) the Remaining Release Costs, the aggregate of such amounts are used by the Borrower to cover the Release Costs (pursuant to the terms of this Agreement, respectively); and (iil) to ensure that by no later than the SFR Distribution to Final Expiry Date, the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all sale of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be releasedShip has been successfully completed. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably ‌ The Director undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings Security Trustee with effect from the date of this Agreement and as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided long as it serves as director that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor it is and shall continue to be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor sole director of the Club Loans and/or Notes Security Trustee, save (as i) pursuant to a Programme Resolution by the case may be)holders of the Covered Bonds in accordance with Clause 24 of the Trust Deed or (ii) in accordance with the provisions of Clause 8 hereof; (b) HSBC-HK maysubject to Clause 8, without limitation, seek to take, refrain it shall only resign from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation position as director of the Restructuring Security Trustee as soon as a suitable person, trust or administration office, reasonably acceptable to the CBC and the Issuer, after having consulted the Secured Parties, other than the Covered Bondholders, has been contracted to act as director of the Security Trustee, subject to an Extraordinary Resolution by the Covered Bondholders in accordance with Clause 24 of the manner set forth hereinTrust Deed, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as and subject to HSBC-HK without further obligation hereunder on the part of HSBC-HKRating Agency Confirmation; (c) the Security Trustee shall undertake no other business, except as provided for in additionthe Transaction Documents, until the Issuer and the CBC no longer have any actual or contingent liabilities under any of the Transaction Documents, including, but not limited to, all liabilities vis-à-vis any and all of the Secured Parties; (d) it shall manage the affairs of the Security Trustee in accordance with proper and prudent Netherlands business practice and in accordance with the requirements of Netherlands law and accounting practice and with the same care that it exercises or would exercise in connection with the administration of similar matters held for its own account or for the account of other third parties; (e) it shall not as director of the Security Trustee (i) agree to any alteration of any agreement including, but not limited to, the Consenting Creditors who are members Transaction Documents, to which the Security Trustee is a party or (ii) enter into any agreement, without having consulted the Secured Parties, other than the Covered Bondholders, prior thereto and subject to Rating Agency Confirmation, except as provided for in any of the Ad Hoc Group agree to use reasonable efforts to seek the approval Transaction Documents or (iii) appoint other directors of the Bankruptcy Court Security Trustee save as provided in Clause 24 of the Trust Deed or Clause 8 of this Agreement; (f) the Security Trustee shall refrain from any action detrimental to the Security Trustee's rights and obligations under the Transaction Documents; (g) it shall exercise all its rights and powers as director of the Security Trustee in compliance with the Transaction Documents; (h) it shall procure that the Security Trustee will at all times fulfil and comply with its obligations under each Transaction Document to which may be pursuant it is or will become a party, provided that to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian the extent that such obligations are contingent or dependent for their performance on the due performance by any other party of its obligations and Singapore law to make:undertakings under any Transaction Document such other party duly performs such obligations and undertakings thereunder; (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation it shall take no action (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that timei) to be applied in accordance with dissolve the Existing Indenture and the Club Loan AgreementSecurity Trustee, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakingsa) provided that, notwithstanding any other provision in this AgreementThe undersigned Registrant hereby undertakes: (a1) no Consenting Creditor shall be required To file, during any period in which offers or sales are being made, a post-effective amendment to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makeRegistration Statement: (i) an Interim Distribution that is not less than US$75 million to To include any prospectus required by Section 10(a)(3) of the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; andSecurities Act; (ii) To reflect in the SFR Distribution prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; (iii) To include any material information with respect to the Notes Trustee plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be applied in accordance with a new registration statement relating to the Existing Indenturesecurities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 4.2 Nothing in this Agreement shall require (3) To remove from registration by means of a post-effective amendment any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; orof the securities being registered which remain unsold at the termination of the offering. (b) would result in such Consenting Creditor incurring The undersigned Registrant hereby undertakes that, for purposes of determining any Liability or waiving or releasing any legal or equitable rightsliability under the Securities Act, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all each filing of the parties referred Registrant’s annual report pursuant to in Schedule 12 (Excluded Release PartiesSection 13(a) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality or 15(d) of the foregoingExchange Act (and, any other Claims such Consenting Creditor may have against such parties arising out where applicable, each filing of or an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan)securities offered therein, and the Plan Administrator or offering of such other party or parties securities at that time shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected deemed to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretioninitial bona fide offering thereof.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject Save to the termsextent that the provisions of this clause are inconsistent with or conflict with the terms of the Convertible Loan Agreement, conditions and limitations set forth herein, it will the Company will:- 4.1 at all times comply with the Consenting Creditors’ undertakings terms of this Debenture and of all agreements relating to the Loan; 4.2 keep the Assets in good and substantial repair and in good working order and condition, ordinary wear and tear excepted; 4.3 preserve and maintain all intellectual property rights owned or used by the Company (including those referred to in clauses 2.1.2.9 to 2.1.2.11); 4.4 comply in all material respects with the terms of all applicable laws and regulations including (without limitation) all environmental laws, legislation relating to public health, town & country planning, control and handling of hazardous substances or waste, fire precautions and health and safety at work; 4.5 promptly notify the Lender of the acquisition by the Company of any estate or interest in any freehold or leasehold property; 4.6 ensure that all Assets that are insurable are insured with reputable insurance companies or underwriters to such extent and against such risks as set forth is normal for prudent companies in Schedule 3 businesses similar to those of the Company (Consenting Creditors’ undertakingsor as otherwise requested in writing by the Lender from time to time) provided that, notwithstanding and (without limitation to the generality of the foregoing):- 4.6.1 pay all premiums and other money due and payable under all such insurances and provide premium receipts or any other provision evidence of payment promptly upon request to do so by the Lender; 4.6.2 ensure that the interest of the Lender is noted on the policies in respect of such insurances or, at the request of the Lender, that such policies contain such other provisions for the protection of the Lender as the Lender may from time to time require; 4.7 promptly upon request by the Lender deposit with the Lender all deeds, certificates and documents of title relating to the Assets or any part of them charged by this Agreement:Debenture and all policies of insurance and assurance; (a) no Consenting Creditor shall 4.8 promptly pay or cause to be required to waive paid and indemnify the Lender and any Defenses Receiver against all present and future rent, rates, taxes, duties, charges, assessments, impositions and outgoings whatsoever now or be prohibited from taking at any action to preserve time in the validity, existence or priority future payable in respect of any of its rights and Claims Properties (including seeking acceptance or any part of them) or by the owner or occupier of them; 4.9 not make any structural or material alteration to or to the user of any Claims for fees, costs and expenses under of its Properties or do or permit to be done anything which is a "development" within the Existing Finance Documentation as Accepted Claims) against any obligor meaning of the Club Loans and/or Notes Local Government (Planning and Development) Acts 1963 to 2000 or the Town and County Planning Acts (as appropriate) from time to time (or any orders or regulations under such Acts) or do or permit to be done any act, matter or thing where to do so would have a material and adverse effect on the case may be)value of any of its Properties or on the marketability of any of such Properties; (b) HSBC4.10 not grant any lease of, part with possession or share occupation of, the whole or any part of any of its Properties or confer any licence, right or interest to occupy or grant any licence or permission to assign, under-HK maylet or part with possession of the same; 4.11 not vary, without limitationsurrender, seek to takecancel or dispose of, refrain from taking or cause permit to be taken forfeit, any leasehold interest in any of its Properties; 4.12 observe and perform all covenants, agreements and stipulations from time to time affecting its interest in any of its Properties or not taken contained in any action it deems necessary lease, agreement for lease or desirable in its sole discretion tenancy agreement under which any part of such Properties may be held; 4.13 notify the Lender immediately in the Adversary Proceedings, provided that if HSBC-HK takes event of any such action that adversely affects implementation of creditor executing diligence against the Restructuring in Company or any distress or execution is levied or enforced against the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder Company or any third party debt order or freezing order is made and served on the part of HSBC-HKCompany; (c) in addition, 4.14 notify the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, Lender immediately if any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof steps (including, without limitation, the making of any claims arising out application or the giving of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated any notice) are taken by any person (including, without limitation limitation, the Company) in relation to the administration, receivership, winding-up or dissolution of the Company; 4.15 not allow any person other than itself to be registered under Clause 3.1 the Land Registration Act 2002 as proprietor of any of its Properties (or any part of them) or create or permit to arise any overriding interest (as specified in Schedule 1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour the affecting any such property; 4.16 not allow any person other than itself to be registered under the Conveyancing Acts as owner of any Chapter 11 Plan of its Properties (or take a position any part of them), or create or permit to arise any burden under section 72 Registration of Title ▇▇▇ ▇▇▇▇, affecting any such property 4.17 not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the Chapter 11 Proceedings in respect thereofvalue or marketability of any of its Assets. 4.6 As soon as reasonably practicable following 4.18 maintain its centre of main interests (COMI) for the Backstop Deadline, purposes of the Information Agent shall calculate the Backstop Commitments of each Backstop Party EU Regulation on Insolvency Proceedings 2000 (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee orNO 1346/2000), in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000United Kingdom. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably 5.1 The Borrower hereby undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementto: (a) no Consenting Creditor shall be required promptly pay all obligations, indebtedness and liabilities owing to waive any Defenses the Secured Parties as they become due or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)are demanded; (b) HSBC-HK may, without limitation, seek maintain the Collateral in good condition and repair and provide adequate storage facilities to take, refrain from taking or cause protect the Collateral and not permit the value of the Collateral to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedingsimpaired, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKreasonable wear and tear excepted; (c) not, without the consent in addition, the Consenting Creditors who are members writing of the Ad Hoc Group agree Secured Party through their Representative, create any security interest, mortgage, hypothecate, charge, lien or other encumbrance upon the Collateral or any part thereof ranking or purporting to use reasonable efforts rank in priority to seek or pari passu with the approval security interest created by this Agreement, except that the Borrower may create a purchase money security interest in Collateral hereafter acquired but only if such interest is perfected and notification thereof is given to the Secured Parties and their Representative pursuant to the provisions of the Bankruptcy Court British Columbia Personal Property Security Act; (d) defend the title to the Collateral against all persons, firms or bodies corporate claiming any interest in the Collateral or any part thereof; (e) not, without the prior written consent of the Secured Parties through their Representative, remove the Collateral or any part thereof from the location where the Borrower carries on its business, except for rentals, machinery demonstrations, repairs and maintenance in the ordinary course of business which shall take place within or at said location; (f) pay all taxes, assessments and levies or charges from any source which may be pursuant assessed against the Collateral or any part thereof or which may result in a lien against the Collateral or any part thereof and insure the Collateral for loss or destruction by fire, wind storm and such other perils stipulated by the Secured Parties or their representative in an amount not less than the full insurable value of the Collateral or the amount from time to time hereby secured, whichever is lesser, with appropriate endorsement to secure the Secured Parties as their interest shall appear. In the event the Borrower shall fail to provide adequate insurance when required to do so or to pay any of the said taxes, assessments, levies or charges the Secured Parties may, without notice, at its option, but without any obligation or liability so to do, procure insurance and pay taxes or other charges and add said sums to the balance of the debt hereby secured or claim from the Borrower immediate reimbursement of such sums; (g) keep, at the principal place of business of the Borrower, accurate books and records of the Collateral and furnish at the request of the Secured Party or their representative from time to time, in writing, all information requested relating to the Collateral or any part thereof and the Secured Parties and their Representative shall be entitled from time to time to inspect the aforesaid Collateral and to take temporary custody of and make copies of all documents relating to Accounts Receivable, and for such purposes the Secured Parties and their Representative shall have access to all premises occupied by the Borrower or where the Collateral or any of it may be found; (h) duly observe and conform to all valid requirements of a Chapter 11 Plan) governmental authority relative to CFG Peru taking any of the Collateral and all corporate governance actions consistent with Peruvian covenants, terms and Singapore law to make:conditions upon or under which the Collateral is held; (i) an Interim Distribution that is not less than US$75 million do, make and execute, from time to time at the request of the Secured Parties through their Representative, all such financing statements, further assignments, documents, acts, matters and things as may be reasonably required by the Secured Party of or with respect to the Notes Trustee Collateral or any part thereof or as may be required to give effect to these presents; (j) give immediate notice to the Secured Parties and their Representative in the Club Loan Agent in accordance with event of a change of the Agreed Participation corporate or trade name of the Borrower; (withoutk) pay, for the avoidance of doubt, any Indebtedness being reduced on account demand of any Interim Distributions Secured Party, all reasonable expenses, including solicitor’s fees and disbursements and all the remuneration of any Receiver appointed hereunder, incurred by such Secured Party in the preparation, perfection and enforcement of this Agreement; (l) not sell or SFR Distributions offer to sell, assign, pledge, lease or otherwise transfer or encumber the Collateral or any interest therein, without the prior written consent of Secured Parties; (m) file all required Uniform Commercial Code filings or equivalent filings required to make the security interests granted in this Agreement valid, binding and effective in the Borrower’s jurisdictions of incorporation and operation and any jurisdictions in which Collateral is located and to amend such filings anytime that have not occurred at that time) a new Lender becomes a Party to be applied in accordance with the Existing Indenture Loan Agreement and the Club Loan this Agreement, respectively; and (iin) not, without the SFR Distribution prior written approval of the Representative, enter into any agreement or understanding to the Notes Trustee issue debentures, promissory notes or any other form of debt to be applied in accordance with the Existing Indenturethird parties. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are 5.2 Each Secured Party hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the sameagrees: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party to appoint a “Representative” hereunder who would be authorized to can act on behalf of the Plan Debtors or Secured Parties in exercising their successor entities in connection with implementation rights and obligations hereunder and hereby ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ a power-of-attorney to act as the initial Representative. Such power-of-attorney can be revoked and a new Representative appointed upon the written consent of a majority of the Chapter 11 Plan, Secured Parties (as determined by the Court Supervised Arrangement or any Restructuring, shall be acceptable outstanding Loan amount of the consenting Secured Parties in comparison to the Creditor Plan Proponents outstanding Loan amounts of all Secured Parties); and (as defined b) that any Secured Party that becomes a Party to this Agreement after its initial signing date shall have an equal interest in the Solicitation Plansecurity interests granted hereunder and authorizes the Borrower to amend any filings under “5.1(m), ” to reflect the new Secured Party and the Plan Administrator or such other party or parties shall not be considered acceptable to increase in the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionsecured amount.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ The undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited Clause 18 remain in force from taking any action to preserve the validity, existence or priority date of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement for as to HSBC-HK without further obligation hereunder on long as any Commitment is in force or any amount is outstanding under this Agreement until the part of HSBC-HK; (c) in additionTermination Date. The Borrower shall, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek save with the approval of the Bankruptcy Court Majority Lenders, 18.1 not in any way modify the rights attaching to the Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class of equity share capital carrying any rights which are more favourable than such rights attaching to the Ordinary Shares but so that nothing in this Clause 18.1 shall prevent: 18.1.1 the issue of equity share capital to employees or former employees or directors (which may be including directors holding or formerly holding executive office or the personal service company of any such person) (or the spouse or relative of any such person) whether of the Borrower or any of the Borrower’s Subsidiaries or associated companies by virtue of their office or employment pursuant to any scheme or plan approved by the Borrower in general meeting or which is established pursuant to such a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:scheme or plan which is or has been so approved; (i) 18.1.2 any consolidation, reclassification or subdivision of the Ordinary Shares; 18.1.3 any modification of such rights which is not, in the determination in its absolute discretion of an Interim Distribution that is not less than US$75 million independent financial adviser, materially prejudicial to the Notes Trustee interests of the Lenders; 18.1.4 any alteration to the articles of association of the Borrower made in connection with the matters described in this Clause 18 or which is supplemental or incidental to any of the foregoing (including any amendment made to enable or facilitate procedures relating to such matters and any amendment dealing with the rights and obligations of holders of Securities, including Ordinary Shares, dealt with under such procedures); 18.1.5 any issue of equity share capital where the issue of such equity share capital results, or would, but for the provisions of Clause 13.4 (Procedure for exercise of Conversion Rights) relating to roundings, otherwise result in an adjustment to the Conversion Price; 18.1.6 any issue of equity share capital or modification of rights attaching to the Ordinary Shares, where prior thereto the Borrower shall have instructed an independent financial adviser to determine in its absolute discretion what (if any) adjustments should be made to the Conversion Price as being fair and reasonable to take account thereof and such independent financial adviser shall have determined in its absolute discretion either that no adjustment is required or that an adjustment to the Conversion Price is required and, if so, the new Conversion Price as a result thereof and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) basis upon which such adjustment is to be applied made and, in accordance with any such case, the Existing Indenture date on which the adjustment shall take effect (and so that the Club Loan Agreementadjustment shall be made and shall take effect accordingly); 18.2 not make any issue, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, grant or distribution or take or omit to take, take any other action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) the effect thereof would be contrary to that, on the exercise of Conversion Rights, Ordinary Shares could not, under any applicable law then in effect, be legally issued as fully paid; 18.3 not reduce its issued share capital or regulation any uncalled liability in respect thereof, or might affect directly any non-distributable reserves, except: 18.3.1 pursuant to the terms of issue of the relevant share capital; 18.3.2 by means of a purchase or indirectly redemption of share capital of the Borrower to the extent, in any such case, permitted by applicable law; 18.3.3 where the reduction does not involve any distribution of assets; 18.3.4 solely in relation to a change in the currency in which the nominal value of the Ordinary Shares is expressed; 18.3.5 to create distributable reserves; 18.3.6 by way of transfer to reserves as permitted under applicable law; 18.3.7 where the reduction is permitted by applicable law and an independent financial adviser, acting as expert and in its reputation; absolute discretion, advises that the interests of the Lenders will not be materially prejudiced by such reduction; 18.3.8 where the reduction is permitted by applicable law and results in an adjustment to the Conversion Price or is otherwise taken into account for the purposes of determining whether such an adjustment should be made, or (b) would result in 18.3.9 provided that, without prejudice to the other provisions of this Agreement, the Borrower may exercise such Consenting Creditor incurring rights as it may from time to time be entitled pursuant to applicable law to purchase, redeem or buy back its Ordinary Shares and any Liability depositary or waiving other receipts or releasing certificates representing Ordinary Shares without the consent of any legal or equitable rightsLender; 18.4 provide to the Lenders, Claimsby no later than the Tranche A Closing Date, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties documents and evidence referred to in Schedule 12 2 (Excluded Release PartiesConditions precedent) hereto, in form and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be substance satisfactory to the Creditor Plan ProponentsLenders (acting reasonably) provided that the conditions may be waived by the Lenders in whole or in part; and 18.5 pay and discharge all Taxes due and payable by it prior to the accrual of any fine or penalty for late payment, unless (and only to the extent that) (i) payment of those Taxes is being contested in their sole discretiongood faith, (ii) adequate reserves are being maintained for those Taxes and the costs required to contest them (iii) the payment can be lawfully withheld and (iv) failure to pay those Taxes is not reasonably likely to have a material adverse effect. 18.6 take all reasonable efforts to ensure that it will obtain the Tax Ruling as submitted in accordance with Clause 17.6.3.

Undertakings. 4.1 Subject to Clause 4.211.1 The undertakings in this clause 11 remain in force from the Original Execution Date for so long as any amount is outstanding under this Agreement or the Facility is available for borrowing, each Consenting Creditor irrevocably undertakes and save as the Lender might otherwise give its prior written consent. 11.2 The Borrower shall carry on and conduct its business in favour of each other Consenting Creditor that, subject a proper and efficient manner and will not make any substantial change to the termsgeneral nature or scope of its business as carried on at the Original Execution Date other than as a result of a transaction necessary to enable the Borrower to raise such amounts as are required to repay the Loan and/or any other sums payable under this Agreement. 11.3 The Borrower shall comply in all material respects with all applicable laws. 11.4 The Borrower promptly shall obtain, conditions and limitations set forth herein, it will comply with and do all that is necessary to maintain in full force and effect any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration required under any law or regulation of any relevant jurisdiction to: 11.4.1 enable it to perform its obligations under the Consenting Creditors’ undertakings as set forth Finance Documents; and 11.4.2 ensure the legality, validity, enforceability or admissibility in Schedule 3 evidence of the Finance Documents. 11.5 The Borrower shall immediately notify the Lender in writing of any material changes to its financial position compared to the projections provided to the Lender prior to the Original Execution Date. 11.6 The Borrower shall notify the Lender of any Event of Default or any event or circumstance specified in clause 12 (Consenting Creditors’ undertakingsDefault) provided thatwhich would (with the expiry of a grace period, notwithstanding the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence. 11.7.1 The Borrower shall take all necessary action to safeguard and maintain its rights in, or relating to, the Intellectual Property including (without limitation) by observing all material covenants and stipulations relating to those rights, and by paying all applicable renewal fees, licence fees and other outgoings. 11.7.2 The Borrower shall not permit any Intellectual Property to be disposed of, sold, abandoned, cancelled or to lapse without the prior written consent of the Lender. 11.8 The Borrower shall not incur or allow to remain outstanding any Financial Indebtedness other than Permitted Financial Indebtedness. 11.9 The Borrower shall not at any time, except with the prior written consent of the Lender: 11.9.1 create, purport to create or permit to subsist any Security on, or in relation to, any Secured Asset other than the Debenture, the ▇▇▇▇▇▇ Debenture, the ▇▇▇▇▇▇▇ Debenture and any other provision Security to which the Lender has given its prior written consent; 11.9.2 sell, assign, transfer, part with possession of, or otherwise dispose of in this Agreementany manner (or purport to do so), all or any part of, or any interest in, the Secured Assets except: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedingsordinary course of business, provided Secured Assets that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as are only subject to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputationuncrystallised floating charge; or (b) would result in as part of a transaction necessary to enable the Borrower to raise such Consenting Creditor incurring amounts as are required to repay the Loan and/or any Liability other sums payable under this Agreement. 11.9.3 create or waiving grant (or releasing purport to create or grant) any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth interest in the Solicitation Plan, Secured Assets in favour of a third party (subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreementclause 11.9.1). 4.4 11.10 The Consenting Creditors hereby Borrower shall not declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital). 11.11 The Borrower shall not agree that to increase the Schedule emoluments, commissions and/or bonuses payable to any of Excluded Parties (as defined its directors more than once in the Solicitation Plan) shall include all any period of twelve months and in each case by a percentage in excess of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality most recent calculation of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed Retail Prices Index by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties Office of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000National Statistics. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject 7.1 The Issuer undertakes to the Seller that it will at all times, prior to the transfer of legal title to the Loans and their Related Security to the Issuer in accordance with Clause 4.26 (Perfection of the Sale) (or will direct the relevant Servicer at all times to), each Consenting Creditor irrevocably undertakes use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans and their Related Security comprised in favour of each other Consenting Creditor thatthe Portfolio in accordance with the Seller’s Policies (as provided to the Servicer on the Closing Date in a document stored upon electronic or digital media (including, but not limited to, a CD) in a format acceptable to the Servicer (acting reasonably)), subject to such changes made by the terms, conditions Seller prior to transfer of legal title to the Loans and limitations set forth herein, it will comply their Related Security in accordance with Clause 6 (Perfection of the Sale) in accordance with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided standard of a Reasonable, Prudent Residential Mortgage Lender). 7.2 The Seller undertakes to the Issuer that, notwithstanding in the event that any Borrower establishes that it has at any time prior to the Closing Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other provision expense associated therewith. The Seller further agrees to hold the Issuer harmless against any such claims and to indemnify the Issuer on an after-Tax basis in this Agreement:relation to any costs, expense, loss or other claim which may arise in connection therewith. 7.3 The Seller undertakes to the Issuer and the Security Trustee that, pending perfection of the assignment after the occurrence of any event under Clause 6 (Perfection of the Sale): (a) no Consenting Creditor it shall be required not do or omit to waive do any Defenses act or be prohibited from taking any action to preserve thing which might, in the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor opinion of the Club Loans Issuer and/or Notes Security Trustee (as the case may be), prejudice the interests of the Issuer and/or the Security Trustee in the Portfolio; (b) HSBC-HK may, without limitation, seek it shall promptly notify the Issuer and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller's or the Issuer's title to take, refrain from taking any Loan or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion Related Security comprised in the Adversary Proceedings, provided that Portfolio or if HSBC-HK takes it becomes aware of any such action that adversely affects implementation material breach of any of the Restructuring Loan Warranties in respect of any Loan or its Related Security comprised in the manner set forth herein, Portfolio or any material breach of any other obligations of the Consenting Creditors may, by Special Majority Consent, terminate Seller under this Agreement as to HSBC-HK without further obligation hereunder on (unless such breach is either rectified or such Loan and their Related Security is repurchased by the part of HSBC-HKSeller); (c) it shall, if required to do so by the Issuer or the Security Trustee, lend its name to, and take such other steps as may reasonably be required in additionrelation to legal proceedings to the extent necessary to protect, preserve and enforce its title or the Consenting Creditors who are members Issuer's or the Security Trustee's title to or interest in respect of the Ad Hoc Group agree relevant Loans or their Related Security comprised in the Portfolio and the Issuer will have power of attorney to use reasonable efforts to seek act in the approval name of the Bankruptcy Court (which may be Seller pursuant to a Chapter 11 Plan) the Seller Power of Attorney, provided that the Seller is reimbursed by the Issuer subject to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation relevant Priority of Payments for the reasonable legal expenses and costs of such proceedings; (withoutd) it shall use all reasonable endeavours to obtain as soon as reasonably possible that information which accurately and definitively identifies the relevant Mortgages (which may, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred include the relevant title number) comprised in the Portfolio which are registered at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelyLand Registry; and (iie) it shall, where relevant, make and enforce claims under the SFR Distribution Third Party Buildings Policies and Insurance Policies relating to the Notes Trustee to be applied in accordance with Properties of which it has the Existing Indenturebenefit and hold the proceeds of such claims on trust for the Issuer or as the Issuer may direct. 4.2 Nothing in this Agreement 7.4 The Seller undertakes to the Issuer and the Security Trustee that it shall require any Consenting Creditor grant security powers of attorney to take, or omit to take, any action if such Consenting Creditor (in its sole the Issuer and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK Security Trustee substantially in the form set out in Schedule 11 3 (HSBC-HK AgreementSeller Power of Attorney). 4.4 7.5 The Consenting Creditors hereby agree Seller undertakes to the Issuer and the Security Trustee that if it (or an entity that is an originator within the Schedule meaning of Excluded Parties Article 4(1)(13) of the Capital Requirements Regulation (Regulation 575/2013 EC) as it formed part of domestic law at 11:00 p.m. on 31 December 2020, or, from 31 March 2022, within the meaning of Article 4(1)(13) of the Capital Requirements Regulation as it forms part of retained EU law as defined in the Solicitation Plan) shall include all EUWA in relation to the securitisation as a related entity of the parties referred Seller (a Group Originator)) purchases any Notes or Certificates or other positions in the Securitisation constituted by the Transaction Documents beyond its contractual obligations, such purchase will be exceptional and in any event only relate to the purchase or repurchase (in Schedule 12 (Excluded Release Partieswhole or in part) heretoof the Most Senior Class of Notes, and notwithstanding anything any such purchase or repurchase, and any repurchase, restructuring or substitution of underlying assets by the Seller (or a Group Originator) beyond its contractual obligations will be made in accordance with prevailing market conditions with the parties to the contrary contained herein them acting in their own interests as free and independent parties (including in Schedule 8 (Term Sheetarm’s length)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything 7.6 If any Borrower exercises a right of set-off in relation to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position Loans comprised in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the samePortfolio: (a) the Backstop Claims as a result of that Backstop Party as any act or omission of the Backstop DeadlineSeller at any time; divided byor (b) aggregate Backstop Claims of all Backstop Parties as of in relation to any debt or other monies owing by the Backstop Deadline; Seller to the Borrower, (c) US$150,000,000. 4.7 The Plan Administrator (as defined in so that the Solicitation Plan)amount of principal and/or interest owing under a Loan is reduced but no corresponding amount is received by the Issuer, or any other party who would be authorized to act on behalf of then the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable Seller hereby undertakes to the Creditor Plan Proponents (as defined in the Solicitation Plan), Issuer and the Plan Administrator or Security Trustee that it will reimburse the Issuer for any such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionreduction.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes The Pledgor shall (except as provided in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Credit Agreement:): (a) no Consenting Creditor shall be required not create, attempt to waive create or permit to subsist any Defenses Security (other than the Pledge) on, over or with respect to any of the Pledged Portfolio or the right to receive or be prohibited from taking any action paid the same or agree to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)do so; (b) HSBC-HK maynot sell, without limitationtransfer, seek lend, assign, part with its interest in, dispose of, grant any option in respect of or otherwise deal with any of its Rights, title and interest in and to takethe Pledged Portfolio, refrain from taking or cause agree to be taken or not taken do any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate foregoing (otherwise than pursuant to this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKPledge); (c) in addition, not take or omit to take any action which act or omission could adversely affect or diminish the Consenting Creditors who are members value of any of the Ad Hoc Group agree to use reasonable efforts to seek the approval Pledged Portfolio; (d) ensure that there are no moneys or liabilities outstanding in respect of any of the Bankruptcy Court Pledged Portfolio; (e) ensure that the Original Shares and any Shares comprised in any Related Assets are free from any restriction on transfer or rights of pre-emption; (f) take all action within its power to procure, maintain in effect and comply with all the terms and conditions of all approvals, authorisations, consents and registrations necessary or appropriate for anything provided for on its part in this Pledge; (g) ensure that the Pledge will at all times be a legally valid and binding first fixed security over the Pledged Portfolio ranking in priority to the interests of any liquidator, administrator or creditor of the Pledgor; (h) without prejudice to clause 5(d), punctually pay all calls, subscription moneys and other moneys payable on or in respect of any of the Pledged Portfolio and indemnify and keep indemnified the Administrative Agent and its nominees against any reasonable cost, liabilities or expenses which it or they may be pursuant suffer or incur as a result of any failure by the Pledgor to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:pay the same; (i) an Interim Distribution that is not less than US$75 million deliver to the Notes Trustee and Administrative Agent a copy of every circular, notice, report, set of accounts or other document received by the Club Loan Agent Pledgor in accordance respect of or in connection with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder Pledged Portfolio as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed receipt by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties Pledgor of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same:such document; (aj) promptly deliver to the Backstop Claims of that Backstop Party Administrative Agent all such information concerning the Pledged Portfolio as of the Backstop DeadlineAdministrative Agent may request from time to time; divided byand (bk) aggregate Backstop Claims of all Backstop Parties as of ensure that the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or Company does not issue any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and shares after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretiondate of this Pledge.

Undertakings. 4.1 Subject 1. Each Instalment of the Loan shall constitute an unsecured, direct, unconditional and general obligation of the Borrower and will rank at least pari passu with all other present and future unsecured loans and obligations of the Borrower arising from its present or future external indebtedness as defined in Article 9, paragraph 1(f). 2. The Borrower undertakes, until such time as all principal under this Agreement has been fully reimbursed and all interest and additional amounts, if any, under this Agreement have been fully paid, with the exception of those encumbrances enumerated under paragraph 4 of this Article, not to Clause 4.2secure by mortgage, each Consenting Creditor irrevocably pledge or any other encumbrance upon its own assets or revenues any present or future external indebtedness and any guarantee or indemnity given in respect thereof, unless the Loan at the same time shares pari passu and pro rata in such security. 3. The Borrower undertakes in favour of each other Consenting Creditor not to ask for any debt relief with respect to the Loan and recognises that the Lender shall have the identical legal capacity, immunities and privileges as accorded to international financial institutions. The Borrower further undertakes that, subject except for the encumbrances provided under paragraph 4 of this Article, no priority over the Lender will be given to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in creditor. 4. The Borrower respecting its undertaking under paragraphs 2 and 3 of this AgreementArticle may allow exclusively for the following encumbrances: (a1) no Consenting Creditor shall be required Encumbrances upon any property incurred to waive secure the purchase price of such property and any Defenses renewal or be prohibited from taking extension of such encumbrance which is limited to the original property covered thereby and which secures any action to preserve the validity, existence renewal or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor extension of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelyoriginal secured financing; and (ii2) Encumbrances on commercial goods arising in the SFR Distribution course of ordinary commercial banking transactions (and expiring at the latest within one year thereafter) to finance the import or export of such goods into or from the country of the Borrower; and (3) Encumbrances securing or providing for the payment of external indebtedness incurred exclusively in order to provide financing for a well defined investment project, provided that the properties to which any such encumbrances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the project; and (4) Any other encumbrances in existence on the date of the signing of this Agreement, provided that such encumbrances remain confined to the Notes Trustee to be applied properties presently affected thereby and properties which become affected by such encumbrances under contracts in accordance with effect on the Existing Indenture. 4.2 Nothing in date of the signing of this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines provided further that such action (encumbrances secure or omission):provide for the payment of only those obligations so secured or provided for on the date hereof or any refinancing of such obligations; and (a5) would be contrary to any applicable All other statutory encumbrances and privileges which operate solely by virtue of law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall which cannot be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed avoided by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000Borrower. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably The Owner undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this AgreementMortgagee during the Security Period: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve insure the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under Vessel in the Existing Finance Documentation as Accepted Claims) against any obligor joint names of the Club Loans and/or Notes (as Owner and the case may be)Mortgagee in United States Dollars in the full insurable value of the Vessel but for not less than 125% of the Loan against fire, marine, war, third party and other risks covered by hull and machinery policies on terms, through insurance brokers and with insurers, approved in writing by the Mortgagee; (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion enter the Vessel in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation name of the Restructuring Owner in a protection and indemnity association approved in writing by the manner set forth hereinMortgagee for its full value and tonnage for all third party liability risks, the Consenting Creditors may, pollution risks and other risks usually insured by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKsuch protection and indemnity association; (c) to place such additional insurances (including insurance against oil pollution and other environmental risks) as the Mortgagee may consider to be necessary; (d) to pay on the due date all premiums (including additional premiums), calls, contributions or other amounts payable in addition, connection with the Consenting Creditors who are members Insurances and to produce evidence of the Ad Hoc Group agree payment of such amounts when so requested by the Mortgagee; (e) to use reasonable efforts provide such guarantees and indemnities as the protection and indemnity and war risks associations in which the Vessel is entered may require at any time; (f) to seek renew the approval Insurances not less than fourteen days before they expire and to procure that the brokers and the insurers confirm in writing to the Mortgagee that they have been renewed; (g) to procure that the brokers retain the original insurance policies, cover notes, certificates of entry and other documents issued in relation to the insurances to the order of the Bankruptcy Court Mortgagee and give the Mortgagee copies of all such documents; (which may be pursuant to a Chapter 11 Planh) to CFG Peru taking all corporate governance actions consistent with Peruvian procure that the protection and Singapore law to make:indemnity and the war risks associations in which the Vessel is entered give the Mortgagee a duplicate of the certificates of entry or policies; (i) an Interim Distribution to procure that the brokers and the protection and indemnity and war risks associations in which the Vessel is entered each provide the Mortgagee with a letter of undertaking in such form as the Mortgagee may require in which they agree (inter alia) to give fourteen days' prior written notice to the Mortgagee if the Insurances are to be cancelled or not renewed and to give the Mortgagee the right to pay any premiums or calls within a reasonable time if the Owner has failed to pay them on the due date; (j) not to do or omit to do anything nor allow anything to be done as a result of which any Insurance may be cancelled or avoided; (k) not to allow the Vessel to load any cargo or make any voyage which is not less than US$75 million covered under the Insurances unless the Owner has placed additional insurance to cover the Notes Trustee proposed voyage on terms approved in writing by the Mortgagee; (I) not to allow the Vessel to enter any zone which is declared a war zone by any government or by the Vessel's war risks Insurers unless the Owner shall have informed the war risks insurers of the proposed voyage and the Club Loan Agent paid any applicable additional premium in accordance with the Agreed Participation (without, for terms of the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelywar risks policy; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, The D&C Parties each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject undertake to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings State as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementfollows: (a) (notification of Default Event): in the case of the D&C Subcontractor, it will notify the State of any Default Event promptly after it gives notice of that Default Event in accordance with clause [#insert] ([Notice of Project Co Event of Default]) of the D&C Subcontract; (b) (documents in relation to Default Event): in the case of the D&C Subcontractor, it will promptly give the State a copy of all documents issued by the D&C Subcontractor to Project Co in relation to a Default Event; (c) (no Consenting Creditor shall be required amendment without consent): it will not, without first obtaining the consent of the State: (i) make or permit any amendment or replacement of or addition to; (ii) subject to waive clause 6.2, terminate, surrender, rescind or accept repudiation of; (iii) permit the novation, assignment or substitution of any Defenses party's rights, obligations or be prohibited from taking interest in, except when in accordance with this Deed or clause 6.6 of the Finance Direct Deed; or (iv) allow any action express waiver of its material rights and obligations under, a D&C Document, provided that the State will not withhold its consent to preserve an amendment which is an amendment to which it has consented in accordance with the validityProject Agreement; (d) (deed of accession): it will not novate, existence assign or priority of substitute any of its rights and Claims (including seeking acceptance of any Claims for feesrights, costs and expenses under obligations or interest in a D&C Document without first procuring that the Existing Finance Documentation as Accepted Claims) against any obligor proposed novatee, assignee or substitute executes a deed in favour of the Club Loans and/or Notes State (in form and substance approved by the State) pursuant to which the novatee, assignee or substitute agrees to accept and be bound by this Deed as if it were the D&C Subcontractor or D&C Guarantor (as the case may be); (be) HSBC-HK may(attend meetings and inspections): it will (when reasonably requested by the State): (i) attend, without limitationwhere reasonable and appropriate, seek to take, refrain from taking meetings with the State or cause to be taken or not taken any action it deems necessary or desirable in of its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKAssociates; (cii) provide the State, any of its Associates and authorised personnel with: A. in additionthe case of the D&C Subcontractor, full access to the Site to the extent provided in the Project Agreement and to the extent that the D&C Subcontractor is granted access under the D&C Subcontract; and B. any other information, records or documents that the State or any of its Associates (acting reasonably) requires in relation to the carrying out of the Works or compliance with the D&C Subcontract or any information required by the State to comply with requests from the Victorian Auditor-General; and (iii) to the extent provided in the Project Agreement, permit the State or any of its Associate to attend all tests and inspections to be carried out in connection with the Project in accordance with the terms of the D&C Subcontract; and (f) (access to records): in the case of the D&C Subcontractor, at the request of the State, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makeD&C Subcontractor will: (i) an Interim Distribution that is not less than US$75 million permit the State or any of its Associate to inspect all records, reports, plans, programs, specifications and design documents prepared or kept by the D&C Subcontractor in relation to the Notes Trustee Works and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelyProject; and (ii) supply the SFR Distribution to the Notes Trustee to be applied in accordance State or any of its Associate with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour copy of any Chapter 11 Plan such report or take a position in the Chapter 11 Proceedings in respect thereofdocument which they may require from time to time. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject The Borrower undertakes, in relation to Clause 4.2itself and, where applicable, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor its Relevant Subsidiaries that, subject so long as any sum remains to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in be lent or remains payable under this Agreement: 18.1 Its payment obligations under this Agreement rank and will at all times rank at least equally and rateably in all respects with all its other unsecured and unsubordinated Indebtedness except for such unsecured Indebtedness as would, by virtue only of the operation of law, be preferred. 18.2 The Borrower will not, and will procure that no other member of the Group will, create or have outstanding any Security on or over their respective Assets, except for: (a) no Consenting Creditor shall be required to waive Security existing as at the date of the Amendment Agreements and any Defenses or be prohibited from taking any action to preserve the validity, existence or priority replacement of any of its rights such Security provided that such replacement Security (x) relates to the same Assets as the Security that is replaced; and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claimsy) against any obligor secures Indebtedness of the Club Loans and/or Notes same creditor and represents an extension of the Indebtedness secured thereby (as but, except with the case prior consent of the Bank, the principal, capital or nominal amount secured by any initial or replacement Security referred to in this paragraph (a) may benot be increased beyond the maximum such amount secured by the relevant Security at the date of the Amendment Agreements); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion liens arising solely by operation of law and in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation ordinary course of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKbusiness; (c) in additionSecurity over cash or securities deposited with any bank, the Consenting Creditors who are members financial institution, stock exchange or clearing house with which any member of the Ad Hoc Group agree enters into foreign exchange, swap or derivative transactions for hedging purposes in the ordinary course of business and with which cash or securities are required to use reasonable efforts be deposited in order for such transaction to seek be entered into; (d) Security relating to “cautions”, guarantees, surety bonds and any similar transaction in the approval ordinary course of business and not at any time exceeding in aggregate EUR 10,000,000; (e) Security arising in respect of the Bankruptcy Court purchase of machinery and equipment in the ordinary course of business and granted over such assets to secure Indebtedness raised to finance the acquisition thereof; (f) Security for taxes or governmental charges contested in good faith and in relation to which may be adequate reserves have been made; (g) Security resulting from the securitisation transactions permitted pursuant to Clause 18.3(b) below, subject to a Chapter 11 Planmaximum amount of EUR 5,000,000; (h) Security resulting from financial leases permitted pursuant to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law Clause 18.10(g) below to make:the extent granted over the relevant leased assets; (i) an Interim Distribution Security required by law to be created in order to implement the Strategic Plan; (j) Security arising out of title retention provisions in a supplier’s standard conditions of supply of goods acquired by the relevant member of the Group in the ordinary course of its business; (k) any Security created over Assets acquired after the date of the Amendment Agreements and securing Project Finance Indebtedness provided that is not less than US$75 million to the Notes Trustee and only Assets which are the Club Loan Agent in accordance subject of that Security are Assets which are the subject of the relevant Project; (l) any other Security created or outstanding (i) with the Agreed Participation consent of the Bridge Majority Lenders under the Bridge Facility but only if the Security in question does not secure liabilities under the Bridge Facility Agreement or (withoutii) in the ordinary course of business, and over assets having an aggregate value, and securing Indebtedness, not exceeding in aggregate at any time EUR20,000,000 for all members of the avoidance of doubtGroup, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (iim) at any time after the SFR Distribution to the Notes Trustee to be applied in accordance Bridge Facility Discharge Date, any other Security created or outstanding with the Existing Indentureprior consent of the Bank. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines 18.3 The Borrower will procure that such action (or omission):no member of the Group will: (a) would dispose of any asset on terms that such asset is or may be contrary leased to or re-acquired or acquired by any applicable law member of the Group (except in respect of the disposal of Azur as contemplated in the Strategic Plan) in circumstances where the transaction is entered into primarily as a method of raising Indebtedness or regulation or might affect directly or indirectly its reputationfinancing the acquisition of an asset other than as permitted under Clause 18.10; or (b) would result dispose of any receivable (whether or not on recourse terms) except: (i) pursuant to the Dunkerque Securitisation (up to a maximum amount of EUR 170,000,000); (ii) in respect of existing receivables having a maturity falling on or prior to the Extended Maturity Date; (iii) in respect of future receivables other than pursuant to the Dunkerque Securitisation (up to a maximum amount of EUR 80,000,000); (iv) pursuant to an existing securitisation programme at the date of the Amendment Agreements to the extent the aggregate amount of receivables within such Consenting Creditor incurring programme is not increased after such date; or (v) as permitted by the Bridge Majority Lenders under the Bridge Facility Agreement, and at any Liability or waiving or releasing any legal or equitable rightstime after the Bridge Facility Discharge Date, Claims, causes with the prior consent of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and hereinBank. 4.3 18.4 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree Borrower will procure that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all no member of the parties referred to in Schedule 12 Group will (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted whether by a Consenting Creditor under single transaction or a number of related or unrelated transactions and whether at the Restructuring Documents shall not extend to such parties, except with respect to same time or over a period of time) dispose of all or any discharge part of contractual claims under the Existing Finance Documentation for principal, interest and its assets other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditorsthan disposals made on arms’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the samelength terms at fair market value: (a) of assets in the Backstop Claims ordinary course of that Backstop Party as of the Backstop Deadline; divided bybusiness; (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; cash and Investments provided such disposals are not prohibited by any other provision hereof; (c) US$150,000,000of receivables in connection with securitisations to the extent permitted under Clause 18.3(b) hereof; (d) to a Material Subsidiary; (e) of assets for the purpose of sale and leaseback transactions to the extent permitted under Clause 18.10(g) hereof; (f) contemplated by the Strategic Plan; (g) as permitted by the Bridge Majority Lenders under the Bridge Facility Agreement and at any time after the Bridge Facility Discharge Date, with the prior consent of the Bank; or (h) pursuant to a transaction permitted by Clause 18.7(a) whose individual Net Cash Proceeds do not exceed EUR 100,000 and when aggregated with the Net Cash Proceeds received since the date of the Amendment Agreements in respect of Disposals permitted pursuant to this paragraph (h) do not exceed EUR 1,000,000, in each case provided that: (i) disposals of shares in a member of the Group are not permitted except by paragraphs (d), (f), (g) or (h)above; (ii) disposals under paragraphs (c) to (f) inclusive are only permitted so long as no Default has occurred which is continuing. 4.7 18.5 The Plan Administrator Borrower will procure that: (as defined a) all Disposals by members of the Group other than to (i) wholly owned members of the Group or (ii) to a member of the Group under a Permitted Joint Venture provided that such Disposal otherwise complies with the other provisions of this Agreement, are made for a consideration payable in cash; and (b) no Disposal by any member of the Group referred to in the Solicitation Plan), Strategic Plan is made on terms that the purchaser or any other party who would be authorized person has a right to act on behalf require any member of the Plan Debtors Group to repurchase or their successor entities procure the repurchase of all or a material part of the assets disposed of, or on terms having similar effect; provided that this sub-paragraph (b) shall not prevent the granting of warranties, indemnities or the assumption of similar liabilities to the extent in connection accordance with usual commercial practice. 18.6 The Borrower will ensure that there is no material change in the overall nature of the business of the Group taken as a whole (whether by a single transaction or a number of related or unrelated transactions, whether at one time or over a period of time and whether by disposal, acquisition or otherwise) except by reason of the implementation of the Chapter 11 Strategic Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2The Borrower hereby assures, each Consenting Creditor irrevocably agrees and undertakes in favour that throughout the continuance of each other Consenting Creditor thatthis Agreement and until the Final Repayment Date, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this AgreementBorrower shall: (a) no Consenting Creditor shall be required bear all expenses including legal expenses if any with regard to waive any Defenses or be prohibited from taking any action this transaction including the costs arising in relation to preserve the validityexecution, existence or priority of any of its rights delivery and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor performance of the Club Loans and/or Notes (as the case may be)Finance Documents; (b) HSBC-HK maynot create, without limitationor attempt, seek or agree to take, refrain from taking create or cause permit to be taken arise or not taken exist any action it deems necessary security interest or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes Encumbrance of any such action that adversely affects implementation kind whatsoever over all or any part of the Restructuring in Collateral pursuant hereto other than those created under or pursuant to the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate terms of this Agreement as to HSBC-HK without further obligation hereunder on the or otherwise assign, transfer, deal with or dispose of in any manner all or any part of HSBC-HKthe Collateral; (c) in additionneither the Borrower nor the Pledgor shall, the Consenting Creditors who are members undertake any acquisition of Shares of the Ad Hoc Group agree to use reasonable efforts to seek Company as set out in Schedule I that shall trigger the approval provisions of the Bankruptcy Court Securities and Exchange Board of India (which may be pursuant Substantial Acquisition of Shares and Takeovers) Regulations, 2011, in respect of making a public announcement for acquisition of Shares of the Company; (d) not grant in favour of any other Person any interest in or any option or other rights in respect of any of the Collateral or any part thereof; (e) forthwith deliver to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makethe Lender: (i) an Interim Distribution that is not less than US$75 million any payments or accretions in respect of or relating to Collateral required under the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance terms of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan this Agreement, respectively; and (ii) evidence that the SFR Distribution to relevant Mutual Fund or the Notes Trustee to be applied Depository has recorded the pledge of the Collateral in accordance with favour of the Existing IndentureLender. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if (f) make all such Consenting Creditor (in its sole filings and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) heretoregistrations, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet))file and submit all such forms, any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to documents, instruments and take all such partiesother steps, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to in connection with the Court Supervised Arrangements. Without limiting the generality creation, perfection or protection of the foregoing, any other Claims such Consenting Creditor Security or which may have against such parties arising out of be required in connection herewith or relating to therewith; (g) irrevocably appoints the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)Lender and/or its nominee(s) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed his attorney by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties execution of the applicable Senior Claims as Power(s) of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized Attorney with full authority to act on behalf of the Plan Debtors or their successor entities Borrower and in connection with implementation the name of the Chapter 11 PlanBorrower and the Borrower agrees that such power would be a power coupled with interest; (h) not do, cause or permit to be done anything which may in any way dilute, diminish, jeopardize or otherwise prejudice the Lender’s security or rights created hereunder or pursuant to this Agreement and the other Finance Documents; (i) ensure that the Company does not issue any Shares in substitution or replacement for the Collateral; (j) execute and sign all power(s) of attorney, proxies and other documents and to do or permit to be done every act or thing or undertake from time to time all actions requested by the Lender (including without limitation the making or delivery of filings, the Court Supervised Arrangement payment of fees and charges and the issuance of supplemental documentation or procuring registration of the Collateral) under or pursuant to this Agreement which may be necessary or expedient, for: (i) enforcing the security interest created by it under or pursuant to this Agreement; (ii) maintaining the security interest created by it under or pursuant to this Agreement in full force and effect against it at all times (including the priority thereof) till the Final Repayment Date; (iii) perfecting the Lender’s title to any Restructuringor all of Collateral or vesting or enabling it to vest the same in itself, shall be acceptable to its nominee or in any purchaser; (iv) preserving and protecting the Creditor Plan Proponents (as defined in the Solicitation Plan)Collateral, and the Plan Administrator rights and remedies of the Lender against it under or such other party pursuant to this Agreement; and (v) effectively exercising the rights and remedies of the Lender under or parties shall pursuant to this Agreement. (k) not be considered acceptable enter into any agreement or arrangement with any Person which conflicts with the provisions of this Agreement; (l) promptly pay all payments which may become due in respect of any of Collateral; (m) furnish to the Creditor Plan Proponent unless Lender at the Plan Administrator or such other party or partiesBorrower’s own expense financial information, accounts, information and reports, as may be required by the case may be, have agreed Lender including those relating to the terms of Collateral; and (xn) a budget or budgets for the Plan Debtors (which shall include do all disbursements expected to such acts and things as may be made required by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), Lender in each case, which shall be satisfactory pursuance to the Creditor Plan Proponents, in their sole discretionfurtherance of the objectives of this Agreement.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably The Manager undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings Security Agent that for so long as set forth in Schedule 3 amounts are outstanding under the Finance Documents (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement:the Facility Period): (a) no Consenting Creditor shall be required the Manager will not agree or purport to waive agree to any Defenses amendment or be prohibited from taking any action to preserve variation of the validity, existence Management Agreement without the prior written consent of the Security Agent unless such amendment or priority variation is (i) of an editorial nature or (ii) does not affect or prejudice any of its the rights and Claims (including seeking acceptance or remedies of the Finance Parties or any Claims for fees, costs and expenses of them under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)Documents; (b) HSBCthe Manager will procure that any sub-HK may, without limitation, seek manager appointed by it pursuant to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation provisions of the Restructuring Management Agreement or otherwise will, on or before the date of such appointment, enter into an undertaking in favour of the manner set forth herein, Security Agent in substantially the Consenting Creditors may, by Special Majority Consent, terminate same form (mutatis mutandis) as this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKletter; (c) in additionthe Manager will not, without the Consenting Creditors who are members prior written consent of the Ad Hoc Group agree to use reasonable efforts to seek Security Agent take any action or institute any proceedings or make or assert any claim against the approval Owner or on or in respect of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (withoutShip, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) its policies and contracts of insurance (which expression includes all entries of the SFR Distribution Ship in a protection and indemnity or war risks association) which are from time to time during the Facility Period in place or taken out or entered into by or for the benefit of the Owner in respect of the Ship or otherwise howsoever in connection with that Ship (Insurances) or (iii) any moneys whatsoever from time to time due or payable to the Notes Trustee to be applied in accordance with Owner during the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- Facility Period arising out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 use or operation of the Ship including (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Owner in event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship (Earnings) or (iv) any other Claims such Consenting Creditor may have against such parties arising out property or other assets of the Owner which the Security Agent has previously advised the Manager are subject to any encumbrance or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out right of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBCset-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote off in favour of the Finance Parties by virtue of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator Finance Documents (as defined in the Solicitation PlanLoan Agreement), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.;

Undertakings. 4.1 Subject to Clause 4.2The Borrower undertakes, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor thatuntil such time as all principal under this Loan Agreement has been fully reimbursed and all interest and additional amounts, subject to the termsif any, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in due under this AgreementLoan Agreement have been fully paid: (a) no Consenting Creditor shall be required to waive utilise the Net Disbursement Amount of each Disbursement consistently with Regulation (EU) 2025/535, in accordance with the Reform Agenda, the Facility Agreement, and any Defenses or be prohibited from taking any action to preserve related conditions applicable at the validity, existence or priority time of any of its rights and Claims (including seeking acceptance of any Claims issuing the Request for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)Payment; (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause obtain and maintain in full force and effect all authorisations necessary for it to be taken or not taken any action it deems necessary or desirable in comply with its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate obligations under this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKLoan Agreement; (c) to comply in addition, the Consenting Creditors who are members of the Ad Hoc Group agree all respects with applicable laws which might affect its ability to use reasonable efforts to seek the approval of the Bankruptcy Court perform this Loan Agreement; (which may be pursuant to a Chapter 11 Pland) to CFG Peru taking all corporate governance actions consistent pay any fees, costs, overheads and expenses, including if applicable breakage costs and Cost of Liquidity Management, calculated according to the Cost Allocation Methodology; (e) in relation to External Indebtedness to recognise that the Lender shall have the identical legal capacity, immunities and privileges as accorded to international financial institutions; (f) to ensure that the checks and measures referred to under Article 15 of this Loan Agreement are in place; (g) with Peruvian and Singapore law the exception of those encumbrances enumerated in subparagraphs (1) to make(7) below: (i) an Interim Distribution that not to secure by mortgage, pledge or any other encumbrance upon its own assets or revenues any present or future External Indebtedness and any guarantee or indemnity given in respect thereof, unless the Loan Facility at the same time shares pari passu and pro rata in such security; and (ii) not to grant to any other creditor or holder of its sovereign debt any priority over the Lender. The grant of the following encumbrances shall not constitute a breach of this Article 9: (1) encumbrances upon any property incurred to secure financing for the purchase price or construction of such property and any renewal or extension of any such encumbrance which is not less than US$75 million limited to the Notes Trustee original property covered thereby and which secures any renewal or extension of the Club original secured financing; and (2) encumbrances on commercial goods arising in the course of ordinary commercial transactions (and expiring at the latest within one year thereafter) to finance the import or export of such goods into or from the country of the Borrower; and (3) encumbrances securing or providing for the payment of External Indebtedness incurred exclusively in order to provide financing for a specific investment project, provided that the properties to which any such encumbrances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the project; and (4) any other encumbrances in existence on the date of the signing of this Loan Agent Agreement, provided that such encumbrances remain confined to the properties presently affected thereby and properties which become affected by such encumbrances under contracts in accordance with effect on the Agreed Participation date of the signing of this Loan Agreement (withoutincluding, for the avoidance of doubt, any Indebtedness being reduced on account the crystallization of any Interim Distributions or SFR Distributions that have not occurred floating charge which had been entered into at that time) to be applied in accordance with the Existing Indenture and the Club date of this Loan Agreement), respectivelyand provided further that such encumbrances secure or provide for the payment of only those obligations so secured or provided for on the date hereof or any refinancing of such obligations; and (ii5) all other statutory encumbrances and privileges which operate solely by virtue of law and which cannot be reasonably avoided by the SFR Distribution to Borrower [[and any encumbrance arising by order of any court in respect of [xxx]]]; and (6) any encumbrance securing the Notes Trustee to be applied Borrower’s obligations with any central securities depository such as Euroclear given in accordance with the Existing Indenture.normal course of the business; and 4.2 Nothing (7) any encumbrance securing an indebtedness of less than EUR 3 million, provided that the maximum aggregate amount of indebtedness secured by such encumbrances does not exceed EUR 50 million. As used in this Agreement shall require Article 9, "financing for a specific investment project" means any Consenting Creditor to takefinancing of the acquisition, construction, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour development of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities properties in connection with implementation of a project if the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable providing entity for such financing expressly agrees to look to the Creditor Plan Proponents (as defined in the Solicitation Plan), properties financed and the Plan Administrator revenues to be generated by the operation of, or loss or damage to, such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, properties as the case may be, have agreed to the terms principal source of (x) a budget or budgets repayment for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionmoneys advanced.

Undertakings. 4.1 Subject 6.1 The Guarantor agrees with represents and undertakes to the Trustee that:- (A) If the Guarantor becomes liable to make any payment pursuant to Clause 4.23 hereof, each Consenting Creditor then the Guarantor will not thereafter make demand for payment of any moneys for the time being due to the Guarantor from any Security Party or exercise any other right or remedy to which the Guarantor is entitled in respect of such moneys unless and until all moneys whatsoever owing by all Security Parties to the Trustee and the Beneficiaries have been irrevocably undertakes paid in favour full; (B) If any Security Party shall become insolvent or shall be wound up or liquidated, the Guarantor shall not (unless so required by the Trustee and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation upon trust to pay any amounts recovered thereunder to the Trustee) prove in such insolvency, winding-up or liquidation until all moneys whatsoever owing by all Security Parties to the Trustee and the Beneficiaries have been irrevocably paid in full; (C) The Guarantor has not taken and will not take from any Security Party any security whatsoever for the moneys hereby secured and, notwithstanding the foregoing, any such security now or hereafter held by the Guarantor shall be held in trust for the Trustee and the Beneficiaries and for their benefit in respect of the obligations of the Guarantor hereunder; (D) The Guarantor will not exercise any right to which the Guarantor may be entitled as a surety until all moneys whatsoever owing or due and payable by all Security Parties to the Trustee and the Beneficiaries have been irrevocably paid in full; (E) The Guarantor hereby waives any right to require the Trustee and/or the Beneficiaries to proceed first against any Security Party and/or to give notice to or demand on any Security Party whatsoever; (F) All payments to be made hereunder shall be made in immediately available funds without set-off or counter-claim and free and clear of and without deduction for or on account of any present or future taxes of any nature now or hereafter imposed, levied, collected, withheld, deducted or assessed by any taxing and/or governmental authority whatsoever or wheresoever unless the Guarantor is compelled by law to deduct such taxes. In that event all such taxes shall be borne by the Guarantor or, if under the provisions of any applicable law this stipulation cannot be applied, then the Guarantor shall increase the payments to the Trustee so that the net amounts received by the Trustee shall be equal to the full amounts which the Trustee would have received had payment not been made subject to such taxes; provided that taxes payable by the Trustee or any Beneficiary on its profits arising by virtue of the transaction herein described in the countries in which it carries on business shall not be included in the foregoing. As used in this sub-clause the term "taxes" includes all levies, imposts, duties, charges, fees, deductions and withholdings whatsoever and any restriction or condition resulting in a charge. If the Guarantor is required to deduct taxes, the Guarantor will promptly thereafter deliver all receipts and other documents relating thereto to the Trustee. If and when the Trustee or any Beneficiary shall receive (in its reasonable opinion) a credit in respect of any taxes deducted by the Guarantor and to which this sub-clause refers, it shall allow the Guarantor a credit against amounts due or to become due under the Agreement or any one or more of the Security Documents (the "Guarantor's Credit") of such amount as shall be fair and reasonable in the opinion of the Trustee or that Beneficiary in respect of any such credit as is received by the Trustee or that Beneficiary or, if all of the Indebtedness shall have been repaid in full, shall make a payment to the Guarantor equal to the amount of the Guarantor's Credit. Neither the Trustee nor any Beneficiary shall be under any obligation to discuss or reveal its tax affairs with the Guarantor; (G) The Guarantor shall give to the Trustee all such information as the Trustee may request with regard to the performance by the Security Parties of their respective obligations under the Agreement and the Security Documents; (H) The Guarantor shall not without the prior written consent of the Trustee (such consent not to be unreasonably withheld) sell, convey, transfer or otherwise dispose (whether by a single transaction or in a series of transactions, related or not) of any assets; (I) All the authorised and issued share capital of the Borrower is and will remain wholly owned and controlled by the Guarantor; (J) The Guarantor shall prepare or cause to be prepared, in accordance with GAAP, and deliver to the Trustee annual audited financial statements of the Guarantor within ninety five (95) days of the end of the annual accounting periods of the Guarantor and quarterly unaudited accounts of the Guarantor within fifty (50) days of the end of each quarter together with copies of all notices sent to shareholders or any class of shareholders and such financial and other Consenting Creditor that, subject to information concerning the terms, conditions and limitations set forth herein, it will comply with Guarantor as the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement:Trustee shall reasonably require; (aK) no Consenting Creditor The Guarantor shall be required to waive not make any Defenses single acquisition or be prohibited from taking any action to preserve investment costing more than one million United States Dollars (USD1,000,000) without the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor prior written consent of the Club Loans and/or Notes Trustee (as the case may besuch consent not to be unreasonably withheld); (bL) HSBC-HK may, The Guarantor shall not incur any liability in respect of Borrowed Money or guarantee endorse or otherwise become or remain liable in respect of the obligations of any person firm or corporation without limitation, seek to take, refrain from taking or cause the prior written consent of the Trustee (such consent not to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HKunreasonably withheld); (cM) in addition, The Guarantor shall not pay any dividend for any shares except preferred shares on the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:following terms:- (i) an Interim Distribution that no covenant or undertaking binding upon the Guarantor is not less than US$75 million to or would be breached by the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance payment of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelysuch dividend; and (ii) the SFR Distribution aggregate amount of any such dividends paid in any one period of twelve (12) months does not exceed four hundred thousand United States Dollars (USD400,000), Provided That, in respect of any preferred share issued by the Guarantor prior to the Notes Trustee date of the Agreement, the Guarantor (subject only to (i) above) shall be entitled to pay dividends in the maximum amount of twelve per cent (12%) per annum of the price at which the relevant preferred share was issued; (N) The Guarantor shall procure that it has cash which is freely available, which is not subject to any Encumbrance and which amounts to not less than the amount specified in item 1 in schedule A hereto on the Drawdown Date and not less than the amount specified in item 2 in schedule A hereto at all times thereafter Provided that all sums standing to the credit of the Earnings Account after all the applications have been made in accordance with clause 10.2 of the Agreement shall be deemed for the purposes of this clause to be applied cash which is freely available to the Guarantor and not subject to any Encumbrance; (O) The Guarantor shall procure that its Debt Service Coverage Ratio (calculated at three (3) monthly intervals as set out below) shall not be less than the ratio specified in item 3 in schedule A hereto (for the period from the Drawdown Date to 30 September 2002) and the ratio specified in item 4 in schedule A hereto (for any period after 30 September 2002) and for this purpose the Debt Service Coverage Ratio shall be calculated on a consolidated basis in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.formula:- EBITDA ------------------ Financial Expenses where

Undertakings. 4.1 Subject 7.1 The Issuer has covenanted and undertaken that for so long as any Note remains outstanding, save with the approval from the Noteholders or it is being considered by the Board that such action is in the ordinary course of business of the Group: (i) the Issuer shall from time to Clause 4.2time keep available for issue, each Consenting Creditor irrevocably undertakes free from pre-emptive rights, out of its authorised but unissued capital, sufficient Shares to satisfy in favour full the allotment and issuance of each the Conversion Shares and shall ensure that all Shares delivered on conversion of the Notes will be duly authorised, validly issued as fully- paid , free from Encumbrances and non-assessable and registered in the name of the Noteholders or their respective nominee(s); (ii) the Issuer shall not modify the rights attaching to the Shares with respect to voting, dividends or liquidation nor issue any other Consenting Creditor thatclass of ordinary share capital carrying any rights which are more favourable than the rights attaching to Shares but nothing in this Condition 7.1(ii) shall prevent (a) a consolidation or subdivision of the Shares or the conversion of any Shares into stock or vice versa, (b) a modification to the rights attaching to the Shares which is not, in the opinion of the Approved Financial Adviser, materially prejudicial to the interests of the Noteholders, (c) the conversion of Shares into, or the issue of any Shares in, uncertificated form (or the conversion of Shares in uncertificated form to certificated form), (d) the amendment of the constitutional documents of the Issuer to enable title to securities of the Issuer (including Shares) to be evidenced and transferred without a written instrument, (e) any other alteration to the constitutional documents of the Issuer made in connection with the matters described in this Condition 7.1 or which are supplemental or incidental to any of the foregoing (including amendments made to enable or facilitate procedures relating to such matters and amendments dealing with the rights and obligations of holders of securities (including Shares) dealt with under such procedures) or (f) any issue of equity share capital which (subject to the terms, conditions and limitations set forth herein, it will comply with provisions of Condition 6.5) results in an adjustment of the Consenting Creditors’ undertakings as set forth in Schedule 3 Conversion Price; (Consenting Creditors’ undertakingsiii) provided that, notwithstanding any other provision in this Agreementthe Issuer shall use its best endeavours to: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve maintain a listing for all the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under issued Shares on the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be);Stock Exchange; and (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder obtain a listing on the part of HSBC-HKStock Exchange for all the Conversion Shares; (civ) in addition, it will pay the Consenting Creditors who are members expenses of the Ad Hoc Group agree issue and delivery of, and all expenses of obtaining and maintaining the listing for, Shares arising on conversion of the Notes; (v) the Issuer shall ensure that all Conversion Shares shall be duly authorised and validly issued, fully paid and registered, and free from Encumbrances and all such Shares shall rank pari passu in all respects with the fully paid Shares in issue on the relevant Delivery Date and shall accordingly entitle the holders thereof to use reasonable efforts to seek participate in full in all dividends or other distributions the record date for which falls on a date on or after the relevant Delivery Date; (vi) the Issuer shall comply with and procure the compliance of all conditions imposed by the Stock Exchange for approval of the Bankruptcy Court (which may issue of the Notes or for the listing of and permission to deal in the Shares issued or to be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian issued on conversion and Singapore law to make:ensure the continued compliance thereof; (ivii) an Interim Distribution that is not less than US$75 million to the Notes Trustee and Issuer will notify the Club Loan Agent Noteholders in accordance writing immediately upon becoming aware of the occurrence of any Event of Default or any event or circumstance which would, with the Agreed Participation (withoutgiving of notice and/or the lapse of time and/or the issuing of a certificate, for the avoidance become an Event of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelyDefault; and (iiviii) the SFR Distribution Issuer shall at all times use its reasonable endeavours to ensure that the Notes Trustee to be applied in accordance with minimum public float requirement of the Existing IndentureListing Rules is complied with. 4.2 Nothing in this Agreement 7.2 The Issuer shall require not (and shall procure that its Subsidiaries shall not) enter into any Consenting Creditor to takedeed, agreement, assignment, instrument or documents whatsoever binding on it, take any action or omit to takedo anything necessary, which may result in any action breach of the constitutional documents of the relevant member of the Group, or any of the terms and conditions of the Notes, the Subscription Agreement, and/or any other documents referred to in the Subscription Agreement. 7.3 The Issuer shall not issue any further Equity Securities if such Consenting Creditor (in its sole and absolute discretion) determines to the extent that such action issuance will result in the Issuer being unable to comply with the adjustment provisions of Condition 6.5 and its obligations to deliver Conversion Shares or result in breach of the Listing Rules (including but not limited to the minimum public float requirement of the Listing Rules). 7.4 So long as there are outstanding Notes, the Issuer will not, except with the prior consent of the Noteholders, issue any Equity Securities at a conversion price or omission):exchange price which is lower than the then applicable Conversion Price. (a) would be contrary to any 7.5 Unless so required by the Stock Exchange, the Listing Rules, applicable law or regulation or might affect directly for the purpose of establishing any dividend or indirectly other rights attaching to the Shares, the Issuer shall not close the register of Shareholders of the Issuer or take any other action which would prevent the transfer of its reputation; or Shares (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in including the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK AgreementConversion Shares). 4.4 7.6 The Consenting Creditors hereby agree that Issuer shall, so far as permitted by applicable law and the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include Listing Rules, do all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder further things as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent these Conditions and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000Notes. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2The Borrower undertakes, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor thatuntil such time as all principal under this Agreement has been fully reimbursed and all interest and additional amounts, subject to the termsif any, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in due under this AgreementAgreement have been fully paid: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve with the validity, existence or priority exception of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable those encumbrances enumerated in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Planparagraphs(1) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make(6) below: (i) an Interim Distribution that is not less than US$75 million to secure by mortgage, pledge or any other encum- brance upon its own assets or revenues any present or future Relevant Indebtedness and any guarantee or indemnity given in respect thereof, unless the Notes Trustee Loans at the same time shares pari passu and the Club Loan Agent pro rata in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelysuch security; and (ii) not to grant to any other creditor or holder of its sover- eign debt any priority over the SFR Distribution Lenders. The grant of the following encumbrances shall not consti- tute a breach of this Article: (1) encumbrances upon any property incurred to secure the purchase price of such property and any renewal or extension of any such encumbrance which is limited to the Notes Trustee original property covered thereby and which secures any renewal or extension of the original secured financing; and (2) encumbrances on commercial goods arising in the course of ordinary commercial transactions (and expir- ing at the latest within one year thereafter) to be applied finance the import or export of such goods into or from the country of the Borrower; and (3) encumbrances securing or providing for the payment of Relevant Indebtedness incurred exclusively in accordance with order to provide financing for a specific investment project, pro- vided that the Existing Indenture.properties to which any such encum- brances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the project; and 4.2 Nothing (4) any other encumbrances in existence on the date of the signing of this Agreement, provided that such encum- brances remain confined to the properties presently affected thereby and properties which become affected by such encumbrances under contracts in effect on the date of the signing of this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines provided further that such action encumbrances secure or provide for the payment of only those obligations so secured or provided for on the date hereof or any refinancing of such obligations; and (5) all other statutory encumbrances and privileges which operate solely by virtue of law and which cannot be reasonably avoided by the Borrower; and (6) encumbrances granted or omission): consented to in relation to a securitization of State assets where the transaction involves (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (ai) the Backstop Claims sale, transfer or assignment of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), State assets to a special purpose company or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.similar entity or

Undertakings. 4.1 Subject to Clause 4.2The Company has undertaken in the Trust Deed, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor thatinter alia, subject to the termsthat so long as any Bond remains outstanding, conditions and limitations set forth herein, it will comply save with the Consenting Creditors’ undertakings approval of an Extraordinary Resolution (as set forth defined in Schedule 3 (Consenting Creditors’ undertakingsthe Trust Deed) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking Bondholders or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek with the approval of the Bankruptcy Court (which may be pursuant Trustee where, in the opinion of the Trustee, it is not materially prejudicial to a Chapter 11 Plan) the interests of the Bondholders to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makegive the approval: (i) an Interim Distribution that is not less than US$75 million it will use its reasonable endeavours (a) to maintain a listing for all the issued Shares on the Hong Kong Stock Exchange, and (b) to obtain and maintain a listing for all the Shares issued on the exercise of the Conversion Rights attaching to the Notes Bonds on the Hong Kong Stock Exchange, and if the Company is unable to obtain or maintain such listing, to use it reasonable endeavours to obtain and maintain a listing for all the issued Shares on an Alternative Stock Exchange as from time to time selected by the Company and approved by the Trustee and will forthwith give notice to the Club Loan Agent Bondholders in accordance with Condition 16 below of the Agreed Participation listing or delisting of the Shares (withoutas a class) by any of such stock exchange; (ii) it will use its reasonable endeavours to maintain the listing of the Bonds on the Hong Kong Stock Exchange; (iii) it will pay the expenses of the issue of, for and all expenses of obtaining listing for, Shares arising on conversion of the avoidance Bonds; and (iv) it will not make any reduction of doubt, its issued Shares or any Indebtedness being reduced on account uncalled liability in respect thereof or of any Interim Distributions share premium account or SFR Distributions capital redemption reserve fund (except, in each case, as permitted by law); In the Trust Deed, the Company has also undertaken with the Trustee that have not occurred at that timeso long as any Bond remains outstanding: (i) it will reserve, free from any other pre-emptive or other similar rights, out of its authorised but unissued Shares the full number of Shares liable to be applied in accordance with issued on conversion of the Existing Indenture Bonds from time to time remaining outstanding and shall ensure that all Shares delivered on conversion of the Club Loan Agreement, respectivelyBonds will be duly and validly issued as fully-paid; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require it will not make any Consenting Creditor to takeoffer, issue, grant or omit to take, distribute or take any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) the effect of which would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rightsreduce the Conversion Price below the par value of the Shares of the Company, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree always that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), Company shall not be released. 4.5 Notwithstanding anything prohibited from purchasing its Shares to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position extent permitted by law. The Company has also given certain other undertakings in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following Trust Deed for the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties protection of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000Conversion Rights. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretion.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably 10.1 The Issuer undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions Bondholders that at any time and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings from time to time for so long as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this AgreementBond remains outstanding: (a) no Consenting Creditor the Issuer has and shall be required continue from time to waive any Defenses or be prohibited time to keep available for issue, free from taking any action to preserve the validitypre-emptive rights, existence or priority of any out of its rights authorised but unissued capital, sufficient Shares to satisfy in full the allotment and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor issuance of the Club Loans and/or Notes (as the case may be)Conversion Shares; (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to Issuer shall use all reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makeendeavours to: (i) an Interim Distribution that is not less than US$75 million to maintain a listing for all the Notes Trustee and issued Shares on the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelyStock Exchange; and (ii) obtain a listing on the SFR Distribution to Stock Exchange for all the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require Conversion Shares before any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who Conversion Shares are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all issued upon exercise of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released.Conversion Right; 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000.it will pay the expenses of the issue and delivery of, and all expenses of obtaining and maintaining the listing for, Shares arising on conversion of the Bonds; 4.7 The Plan Administrator (as defined d) the Issuer shall ensure that all Conversion Shares shall be duly and validly issued, fully paid and registered, and free from Encumbrances and all such Shares shall rank pari passu in all respects with the fully paid Shares in issue on the relevant Registration Date and shall accordingly entitle the holders thereof to participate in full in all dividends or other distributions the record date for which falls on a date on or after the relevant Registration Date; (e) the Issuer shall comply with and procure the compliance of all conditions imposed by the Stock Exchange for approval of the issue of the Bonds or for the listing of and permission to deal in the Solicitation Plan), Shares issued or to be issued on conversion and ensure the continued compliance thereof; 9727377-v18\HKGDMS (f) the Issuer shall not make any reduction of its ordinary share capital or any other party who would be authorized to act on behalf uncalled liability in respect thereof or of the Plan Debtors any share premium account or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents capital redemption reserve fund (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors)except, in each case, as permitted by law); (g) the Issuer shall notify the Bondholders in writing immediately upon becoming aware of the occurrence of any Event of Default or any event or circumstance which would, with the giving of notice and/or the lapse of time and/or the issuing of a certificate, become an Event of Default; and (h) the Issuer shall be satisfactory at all times use its best endeavours to ensure that the minimum public float requirement of the Listing Rules is complied with. 10.2 A Bondholder shall not exercise the Conversion Right if, as a result of the issue of the relevant Conversion Shares pursuant to the Creditor Plan ProponentsConversion Right, if exercised, a general offer obligation will be triggered on the part of such Bondholder in their sole discretionrespect of the Issuer under Rule 26 of the Takeovers Code, unless such Bondholder complies with its general offer obligation under Rule 26 of the Takeovers Code or applicable waiver from general offer obligation having been obtained by such Bondholder pursuant to Rule 26 of the Takeovers Code.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably 9.1 The Issuer undertakes in favour of each other Consenting Creditor that, subject to the termsBondholders that at any time and from time to time for so long as any Bond remains outstanding, conditions and limitations set forth herein, it will comply unless with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementprior written consent of the Bondholders: (a) no Consenting Creditor the Issuer shall continue and shall procure CAAM to continue to be required to waive any Defenses or be prohibited from taking any action to preserve primarily engaged in the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under core businesses in which it was engaged as at the Existing Finance Documentation as Accepted Claims) against any obligor date of the Club Loans and/or Notes (as the case may be)Subscription Agreement; (b) HSBCthe Issuer has and shall continue from time to time to keep available for transferring, free from pre-HK mayemptive rights, without limitation, seek sufficient Shares held by it to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable satisfy in its sole discretion in full the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation transfer of the Restructuring in Exchangeable Shares and shall ensure that all Shares delivered on exchange of any of the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBCBonds will be fully-HK without further obligation hereunder on the part of HSBCpaid and non-HKassessable; (c) the Issuer shall procure CAAM not to modify the rights attaching to the Shares with respect to voting, dividends or liquidation nor issue any other class of ordinary share capital carrying any rights which are more favourable than the rights attaching to Shares but nothing in additionthis Condition 9.1(c) shall prevent (i) a consolidation or subdivision of the Shares or the conversion of any Shares into stock or vice versa, (ii) a modification to the rights attaching to the Shares which is not, in the opinion of the Approved Financial Adviser, materially prejudicial to the interests of the Bondholders, (iii) the conversion of Shares into, or the issue of any Shares in, uncertificated form (or the conversion of Shares in uncertificated form to certificated form), (iv) the amendment of the articles of association of CAAM to enable title to securities of CAAM (including Shares) to be evidenced and transferred without a written instrument, or (v) any other alteration to the articles of association of CAAM made in connection with the matters described in this Condition 9.1 or which are supplemental or incidental to any of the foregoing (including amendments made to enable or facilitate procedures relating to such matters and amendments dealing with the rights and obligations of holders of securities (including Shares) dealt with under such procedures); (d) CAAM shall at all times and from time to time be a wholly-owned Subsidiary of the Issuer; (e) the Issuer will pay the expenses of the delivery of the Shares arising on exchange of the Bonds; (f) subject to these Conditions, the Consenting Creditors who are members Issuer will procure CAAM not to issue or pay up any securities, in either case by way of capitalisation of profits or reserves unless, in any such case, it (subject to the provisions of Condition 8.10) gives rise to an adjustment of the Ad Hoc Group agree Exchange Price, and the Issuer shall at its own expense request the Approved Financial Adviser (acting as expert) to use determine as soon as practicable what adjustment (if any) to the Exchange Price is fair and reasonable efforts to seek take account of the capitalisation of profits or reserves, and if the adjustment would result in a reduction in the Exchange Price, the date on which such adjustment should take effect; (g) the Issuer shall ensure that all Exchangeable Shares shall be duly and validly issued, fully paid and registered, and free from Encumbrances and all such Shares shall rank pari passu in all respects with the fully paid Shares in issue on the relevant Registration Date and shall accordingly entitle the holders thereof to participate in full in all dividends or (h) as soon as possible and in any event not later than 10 Business Days after the approval by the board of directors of CAAM of any event which give rise to adjustments pursuant to Condition 8.10 or other provisions of these Conditions (or, if later, as soon as the relevant adjustment thereunder can reasonably be determined), give notice to the Bondholders advising them of the Bankruptcy Court date on which the relevant adjustment of the Exchange Price is to become effective, the size of adjustment on the Exchange Price and the effect (which may be pursuant if any) on the Bondholders' right to a Chapter 11 Planexercise its Exchange Right herein; (i) to CFG Peru taking all corporate governance actions consistent with Peruvian the Issuer shall and Singapore law to makeshall procure its Subsidiaries to: (i) maintain its corporate existence and conduct its business in compliance in all material respects with all applicable laws, rules, codes and regulations; (ii) maintain in full force and effect all authorisations required from any governmental or other authority or from any shareholders or creditors of the Issuer for or in connection with the execution, validity and performance of the Bonds and the other Transaction Documents, and take immediate steps to obtain and thereafter maintain in full force and effect any other authorisations which may become necessary or advisable for the purpose stated therein; (iii) promptly inform the Bondholders of any occurrence of which it becomes aware which might materially and adversely affect its ability to perform its obligations under the Bonds; (iv) not take any step with a view to effecting dissolution, liquidation or winding-up of the Issuer or any of its Subsidiaries; (v) not sell, transfer or dispose, whether through one or more transactions within one financial year, all or any substantial assets of the Group which accounts for more than 75%of the total value of the assets of the Group as shown in the latest published consolidated financial statements of the Group; (vi) not, authorise, declare, make or pay any Capital Distribution; (vii) not do any act that would cause or otherwise suffer a Material Adverse Effect in its business; (j) the Issuer will notify the Bondholders in writing immediately upon becoming aware of the occurrence of any Event of Default or any event or circumstance which would, with the giving of notice and/or the lapse of time and/or the issuing of a certificate, become an Interim Distribution Event of Default; (k) ensure and maintain that is its Net Asset Value shall not be less than US$75 million HK$500,000,000 at any given time and the Issuer shall, promptly upon reasonable request by the Bondholders and to the Notes Trustee extent permissible by applicable laws, supply to the Bondholders with each set of consolidated financial statements published by the Issuer in respect of any relevant‌ period (which shall be the financial period ended immediately prior to the relevant date when the Issuer's Net Asset Value is being computed) and/or as at the relevant date/time, a certificate setting out, in reasonable detail and signed by two directors of the Issuer, computations as to compliance with this Condition 9.1(k) as at the date as at which consolidated financial statements were drawn up in respect of such relevant period and/or any other relevant date/time; (l) without prejudice to the Issuer's negative pledge under Condition 5, save and except for any indebtedness, Encumbrance or Security interests in respect of any indebtedness subsisting as at the date hereof and its renewal, the Issuer shall procure CAAM not to incur any indebtedness or create or constitute any Security interests or other form of Encumbrances of any kind in respect of any indebtedness that in aggregate exceeds HK$200,000,000 and which is due earlier than the Maturity Date; (m) without prejudice to the Issuer's negative pledge under Condition 5 and save as contemplated under the Subscription Agreement and the Club Loan Agent in accordance Transaction Documents, the Issuer shall procure CAAM not to incur any other indebtedness or create or constitute any other financing for, or Security interests or other form of Encumbrances of any kind over any of the assets; (n) the Issuer shall provide or cause to provide to the Bondholders: (i) the audited annual financial statements and annual management accounts of CAAM within 90 days after the end of CAAM's financial year; (ii) all documents necessary for the Bondholders to comply with the Agreed Participation relevant legal and regulatory requirements (withoutincluding, for the avoidance of doubt, requirements under the Listing Rules to which any Indebtedness Bondholder or its holding company is subject and/or other internal requirements or procedures put in place by any Bondholder for compliance, internal control and/or related regulatory or ancillary purpose) for being reduced on account the holders of the Bonds, which shall be provided or cause to be provided to the financial advisers to the Bondholders at the same time when such documents are provided to the Bondholders; (iii) within 60 days after 30th June and 90 days after 31st December of every year, a written confirmation that all the terms and conditions herein and under the other Transaction Documents are fulfilled and/or complied with. 9.2 If an offer is made to all holders of Shares (or such holders other than the offeror and/or any Issuer controlled by the offeror and/or persons associated or acting in concert with the offeror) to acquire all or a portion of the Shares or if any person proposes a scheme with regard to such acquisition, it shall and shall procure CAAM to forthwith give notice of such offer or scheme to the Bondholders at the same time as any notice thereof is sent to its Shareholders (or as soon as practicable thereafter) stating that details concerning such offer or scheme may be obtained from the specified office of the Issuer and, where such an offer or scheme has been recommended by the Board or where such an offer has become or been declared unconditional in all respects, use its best endeavours to procure that a like offer or scheme is extended to the Bondholders and the holders of any Interim Distributions Exchangeable Shares issued during the period of the offer or SFR Distributions that have scheme. 9.3 The Issuer shall procure CAAM not occurred at that timeto make any reduction or redemption of share capital, share premium account or capital redemption reserve involving the repayment of money to the Shareholders (other than to the Shareholders having the right on a winding-up to a return of capital in priority to the holders of shares) or reduce any uncalled liability in respect thereof unless, in any such case, such reduction or redemption is permitted by applicable law, and (a) the same gives rise (or would, but for the provisions of Condition 8.10 give rise) to be applied an adjustment of the Exchange Price in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, Condition 8.10 or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and hereinBondholders have given a prior written consent. 4.3 9.4 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised Issuer shall procure CAAM not to enter into a separate agreement with HSBC-HK in take any action which prevents the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule transfer of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) heretoits shares generally unless, and notwithstanding anything to the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents laws of Hong Kong and Hong Kong and the articles of association of CAAM as then in effect, the Bonds may be exchanged legally for Shares and the Shares so exchanged may be transferred at all times during the period of such closure. The Issuer shall not extend and shall procure CAAM not to such parties, except with respect to take any discharge action which prevents any exchange or delivery of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings Shares in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline9.5 The Issuer shall not enter into any deed, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (agreement, assignment, instrument or documents whatsoever binding on it which may result in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties any breach of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis memorandum and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), articles or any other party who would be authorized to act on behalf of the Plan Debtors or their successor entities in connection with implementation of the Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions of the Bonds and/or other Transaction Documents. 9.6 The Issuer shall procure CAAM not to issue any further equity securities if and to the extent that such issuance will result in the Issuer being unable to comply with the adjustment provisions of Condition 8.10 and its obligations to deliver Shares under which disbursements may be made these Conditions. 9.7 If CAAM declares, makes or pays any cash dividend or distribution of any kind at any time when any of the Bonds remains outstanding, the Issuer shall apply and use any such dividend or distribution received or receivable by the Plan AdministratorIssuer from CAAM solely to redeem the Bonds then outstanding, and the Issuer shall, immediately and in any event within 14 days after receipt of such other parties and/or dividend or distribution, exercise the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory right of early redemption available to the Creditor Plan ProponentsIssuer as the issuer of the Bonds, without prejudice to and in their sole discretionaccordance with Condition 7.2.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably The Manager undertakes with the Bank that throughout the Security Period (as such term is defined in the General Assignment dated (the “General Assignment”) executed by the Owner in favour of each other Consenting Creditor that, subject the Bank): 4.1 the Manager will not agree or purport to agree to any amendment or variation of the Management Agreement without the prior written consent of the Bank; 4.2 the Manager will procure that any sub-manager appointed by it pursuant to the termsprovisions of the Management Agreement will, conditions and limitations set forth hereinon or before the date of such appointment enter into an undertaking in favour of the Bank in substantially the same form (mutatis mutandis) as this Letter; 4.3 the Manager will not, it will comply with without the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided thatprior written consent of the Bank, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking take any action to preserve the validity, existence or priority of institute any of its rights and Claims (including seeking acceptance of proceedings or make or assert any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor claim on or in respect of the Club Loans and/or Notes Ship or its policies and contracts of insurance (which expression includes all entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Security Period (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make: (i) an Interim Distribution that term is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and (ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation PlanGeneral Assignment) shall include all in place or taken out or entered into by or for the benefit of the parties referred Borrower (whether in the sole name of the Borrower or in the joint names of the Borrower and the Bank or otherwise) in respect of the Ship and her Earnings (as such term is defined below) or otherwise howsoever in connection with the Ship and all benefits thereof (including claims of whatsoever nature and return of premiums) (together the “Insurances”) or all moneys whatsoever from time to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything time due or payable to the contrary contained herein Borrower during the Security Period (as such term is defined in the General Assignment) arising out of the use or operation of the Ship including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Borrower in the event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship (the “Earnings”) or any other Claims such Consenting Creditor property or other assets of the Borrower which the Bank has previously advised the Manager are subject to any Encumbrance or right of set-off in favour of the Bank by virtue of any of the security documents executed in favour of the Bank pursuant to the Loan Agreement; 4.4 the Manager does hereby subordinate any claim that it may have against such parties arising out of the Borrower or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings otherwise in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis Ship and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator its Earnings, Insurances and Requisition Compensation (as such term is defined in the Solicitation Plan), or any other party who would be authorized General Assignment) to act on behalf the claims of the Plan Debtors or their successor entities in connection with implementation of Bank under the Chapter 11 Plan, Loan Agreement and the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents other Security Documents (as such term is defined in the Solicitation Plan)General Assignment) and undertakes to exercise no right to which it may be entitled in respect of the Borrower and/or the Ship and/or its Earnings and/or Insurances and/or Requisition Compensation (as such term is defined in the General Assignment) in competition with the Bank; 4.5 the Manager will discontinue any such action or proceedings or claim which may have been taken, and instituted or made or asserted, promptly upon notice from the Plan Administrator or such other party or parties shall not be considered acceptable Bank to do so; 4.6 the Manager will promptly notify the Bank if at any time the amount owed by the Borrower to the Creditor Plan Proponent unless Manager pursuant to the Plan Administrator Management Agreement (whether in respect of the Manager’s remuneration or disbursements or otherwise) exceeds US$100,000 or the equivalent in other currencies; and 4.7 the Manager will provide the Bank with such other party or parties, information concerning the Ship as the case Bank may be, have agreed from time to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the terms and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretiontime reasonably require.