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 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 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 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 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 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 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 4.2, each Consenting Creditor irrevocably 7.1 The Issuer 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 Agreement: (a) no Consenting Creditor The Issuer shall pay to the Payees named on the Note, all Principal Subscription Amounts in accordance with the repayment schedule specified in the Note, such repayment to be required made by GIRO into the MSense Account or in such other manner as may be notified by MSense to waive any Defenses or be prohibited the Issuer from taking any action time 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)time; (b) HSBC-HK may, without limitation, seek The Issuer shall immediately inform MSense in writing of any change 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 information provided by 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-HKIssuer; (c) The Issuer shall immediately notify MSense of the occurrence of any Event of Default; (d) The Issuer shall not pass any resolution approving any change in additiondirectors or shareholders of the Issuer or the divestment of any or all of the shareholding of any shareholder, without obtaining the prior written consent of MSense; (e) The Issuer shall not pass any resolution for the winding-up of the Issuer, nor cause a petition for winding-up to be presented against the Issuer, or the appointment of a receiver or receiver and manager of the respective undertakings or assets of the Issuer; and (f) The Issuer shall not act in any manner that constitutes a breach of any terms of any Note Document, the Consenting Creditors who are members Privacy and Data Protection Policy or the Code of Conduct; (g) The Issuer shall comply, in all respect, with all laws of any applicable jurisdiction; (h) The Issuer shall comply with all requirements pertaining to the Ad Hoc Group agree registration of prospectuses and/or any applicable exemptions from the requirement to use reasonable efforts to seek register a prospectus under the approval laws 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 applicable jurisdiction, including without limitation: (i) an Interim Distribution Where a Note is issued under the Small Offers Exemption, the maximum amount of Promissory Notes the Issuer issues during a 12 months period shall, together with funds raised through the issuance of other Securities and Debentures during that is not less than US$75 million same 12 months period, be S$5,000,000 or such other amount as from time to time notified on the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced Platform. The maximum amount shall be calculated 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; anda 12 months rolling basis; (ii) Where a Note is issued under the SFR Distribution to Private Placement Exemption, 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) heretoIssuer has not made, 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 partiesmake, 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 any fund-raising, during any 12 months period, any offers of Securities and Debentures, including Issue Requests, to more than 50 persons, including the Chapter 11 Plan, Payees or potential payees approached through 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.Platform;

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 (1) Subject as provided in clause 7 (in the case of paragraphs (a) to Clause 4.2(c) below) and clause 8 (in the case of paragraphs (d) to (f) below), each Consenting Creditor irrevocably the Escrow Trustee hereby undertakes in favour of the Supervisors, each other Consenting Admitted Scheme 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 (withoutincluding, for the avoidance of doubt, any Indebtedness the Eurobond Trustee and BoNY upon their Scheme Claims being reduced Admitted) and each Designated Recipient as follows: (a) against receipt of the First Initial Distribution Notice under the Corp Scheme, to direct (and it hereby does direct) the Distribution Agent to transfer on account behalf of the Admitted Known Creditors named in the First Initial Distribution Notice from the Admitted Known Corp Scheme Creditors Escrow Fund such amounts and securities as are equal to the Distribution Entitlement in respect of the Admitted Known Claims the subject of the First Initial Distribution Notice to the Admitted Scheme Creditors named in the First Initial Distribution Notice; (b) against receipt of any Interim Distributions or SFR Distributions Distribution Notice (other than the First Initial Distribution Notice) under the Corp Scheme, to direct (and it hereby does direct) the Distribution Agent to transfer on behalf of the Scheme Creditors from the relevant Corp Escrow Accounts such amounts and securities as are specified in the Distribution Notice to the Admitted Scheme Creditors named in the Distribution Notice; (c) against receipt of a Transfer Notice relating to any Corp Scheme Consideration, to direct (and it hereby does direct) the Distribution Agent to take the action required by that have not occurred at that timeTransfer Notice; (d) against receipt of the First Initial Distribution Notice under the plc Scheme, to be applied direct (and it hereby does direct) the Distribution Agent to transfer on behalf of the Admitted Known Creditors named in accordance with the Existing Indenture First Initial Distribution Notice from the Admitted Known plc Scheme Creditors Escrow Fund such amounts and securities as are equal to the Club Loan AgreementDistribution Entitlement in respect of the Admitted Known Claims the subject of the First Initial Distribution Notice to the Admitted Scheme Creditors named in the First Initial Distribution Notice; (e) against receipt of any Distribution Notice (other than the First Initial Distribution Notice) under the plc Scheme, respectivelyto direct (and it hereby does direct) the Distribution Agent to transfer on behalf of the Scheme Creditors from the relevant plc Escrow Accounts such amounts and securities as are specified in the Distribution Notice to the Admitted Scheme Creditors named in the Distribution Notice; and (iif) against receipt of a Transfer Notice relating to any plc Scheme Consideration, to direct (and it hereby does direct) the SFR Distribution Agent to take the Notes action required by that Transfer Notice. Each of the Escrow Trustee and the Distribution Agent agrees that it shall have no discretion in the making or withholding of any Distribution or credit or transfer required by a Transfer Notice, or portion thereof, and undertakes at all times to be applied in accordance comply with the Existing Indenture. 4.2 Nothing terms of Distribution Notices and Transfer Notices and any other directions given to it by the Supervisors and, in this Agreement shall require any Consenting Creditor to takethe case of the Distribution Agent, or omit to takethe Escrow Trustee. Except where defined herein, any action if such Consenting Creditor (capitalised terms used in its sole and absolute discretion) determines that such action (or omission): paragraphs (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or(c) of this sub-clause (1) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) to (f) of this sub-clause (1) have the meanings given to them in the plc Scheme. (b2) would result Each of the Escrow Trustee and the Distribution Agent undertakes that it will take any and all action required by the Supervisors of the relevant Scheme in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes order to give effect to the provisions 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 hereinthat Scheme. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC(3) Subject as provided in sub-HK in the form set out in Schedule 11 clause (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan2) shall include all above, each of the parties referred to in Schedule 12 (Excluded Release Parties) heretoEscrow Trustee and the Distribution Agent undertakes that, and notwithstanding anything to save with the contrary contained herein (including in Schedule 8 (Term Sheet))prior written consent of the Supervisors of the relevant Scheme, it will not take any release granted by a Consenting Creditor under action affecting the Restructuring Documents shall not extend to such parties, trust property or any part of it 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 where necessary to give effect to either Scheme or as required by clause 7 and 8 of this Agreement. (4) Any Distribution or transfer made in accordance with sub-clause (1) above shall only be made following receipt by the Court Supervised ArrangementsEscrow Trustee and the Distribution Agent of a duly signed Distribution Notice or Transfer Notice from the Supervisors and then only in accordance with the terms of that Distribution Notice or Transfer Notice. Without limiting Each Distribution Notice and Transfer Notice shall constitute deemed directions from the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating Escrow Trustee to the Club Loans Distribution Agent to make the relevant Distribution or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be releasedtransfer. 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)5) to vote The Escrow Trustee hereby undertakes in favour of any Chapter 11 Plan or take the Supervisors and the other parties to this Agreement that it will act honestly and in good faith and will exercise the diligence expected of a position reasonably prudent trustee and custodian in the Chapter 11 Proceedings in respect thereoffulfilment and/or exercise of its duties and obligations under this Agreement. 4.6 As soon as (6) The Distribution Agent hereby undertakes in favour of the Supervisors and the other parties to this Agreement that it will act honestly and in good faith and will exercise the diligence expected of a reasonably practicable following prudent custodian and agent in comparable circumstances in the Backstop Deadlinefulfilment and/or exercise of its duties and obligations under this Agreement. (7) Bondholder Communications hereby undertakes in favour of the Supervisors, the Information Agent shall calculate Eurobond Trustee, BoNY and the Backstop Commitments other parties to this Agreement that it will act honestly and in good faith and will exercise the diligence of a reasonably prudent expert in comparable circumstances in the fulfilment and/or exercise of its duties and obligations under this Agreement. (8) Conditional upon the proposed reduction in its share capital and repayment of capital in specie being effected as contemplated by the Scheme Implementation Deed, Ancrane hereby undertakes in favour of each Backstop Party (of the other parties to this Agreement that it shall execute the Ancrane Direction Letter on or before 17th April, 2003. Subject to Ancrane executing the Ancrane Direction Letter, in reliance on accordance with the amounts confirmed by proposed direction set out in paragraph 4(b) of that letter, each of the Club Loan Agent Eurobond Trustee, BoNY, the Escrow Trustee and the Notes Trustee or, in Supervisors hereby direct the alternative, by the Majority Backstop Parties of the applicable Senior Claims Distribution Agent to pay all Corp and plc Scheme Consideration to which Ancrane would otherwise have been entitled through its Scheme Claim and 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$150,000,000a Bondholder to plc. 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 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 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 4.2, 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 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 4.2While 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 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 12.1 The Company irrevocably undertakes in favour of each other Consenting Creditor with the Lender that, subject to from the terms, conditions date of this Agreement and limitations set forth hereinfor so long as any amount is outstanding under any Loan, 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 Agreementshall: (a) no Consenting Creditor shall be obtain, maintain and comply in all material respects with the terms of all material authorisations, approvals, licences, exemptions, notarisations and consents 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 enable 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 lawfully to enter into a separate agreement with HSBC-HK in and perform its obligations under this Agreement and 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 Warrant Deed (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 issue Common Shares 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 full satisfaction of the applicable Senior Claims as exercise of all Warrants) or to ensure the Backstop Deadline) immediately following the Backstop Deadline on the following basis legality, validity, enforceability or admissibility in evidence of this Agreement in England and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided byWales; (b) aggregate Backstop Claims of all Backstop Parties as promptly inform the Lender of the Backstop Deadline; occurrence of any Event of Default and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender or as notified in that confirmation, no such Event of Default has occurred; (c) US$150,000,000use all reasonable efforts to maintain the Admission of the Common Shares to trading on CSE; (d) comply with, and file in a timely manner all material reports and other documents required of it under all Applicable Laws, including the CSE Trading Rules, and will not take any action or file any document to terminate or suspend the admission of its Common Shares to trading on CSE; (e) take all steps reasonably necessary to preserve and continue the material licences, permits and other authorities required by the Company’s Group to carry on its business (as such business and as such material licences, permits and other authorities may be constituted from time to time); (f) immediately notify the Lender upon its becoming aware of the issuance by the CSE of any notice relating to a potential or actual suspension or de-listing of the Common Shares from trading on CSE; (g) only use the proceeds of any Loan for activities in the ordinary course of its business; and (h) not enter into Restricted Activity or financing arrangements, either for equity or debt, (other than with the Lender) without offering the Lender the right of first refusal to enter into such other financing arrangements on materially the same bona fide terms as offered by a third party. For the avoidance of doubt such financing arrangements shall include royalty financing and offtake financing. 4.7 The Plan Administrator (as defined i) Not issue any of the 10,000,000 preferred shares that form part of the Company’s authorised share capital but have not yet been issued; (j) procure that the Company nor any member of the Company’s Group shall, without the prior written approval of Lender: (i) issue any loan capital or enter into any commitment with any person with respect to the issue of any loan capital; (ii) make any borrowing from its bankers other than in the Solicitation Plan)ordinary and usual course of business; (iii) create or grant any Encumbrance over the whole or any part of the business, undertaking or assets of the Company or over any shares in the Company or any member of the Company’s Group, or agree to do so; (iv) make any loan (otherwise than by way of deposit with a bank or other party who would be authorized to act on behalf institution the normal business of which includes the acceptance of deposits or in the ordinary course of business) or grant any credit (other than in the normal course of trading) or giving any guarantee (other than in the normal course of trading) or indemnity; or (v) issue or grant any options or warrants under which the holder may subscribe for Common Shares (other than in accordance with an employee incentive share scheme) which have an exercise price which is less than half the amount of the Plan Debtors or their successor entities Conversion Price; (k) supply the Lender with the financial and other information necessary to keep the Lender informed about how effectively the Company is performing and in connection particular shall supply the Lender with implementation quarterly management accounts of the Chapter 11 PlanCompany within 28 days after the end of the month to which they relate, 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 Debtorsa profit and loss account, whether expressly provided for under the Restructuring Documents or otherwise, for the periods prior to a balance sheet and after the Restructuring Effective Date), or (y) other arrangements governing the terms a cashflow statement and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or information as 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.Lender may reasonably require;

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 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 The Pledgor shall be required to waive any Defenses or be prohibited from taking any action to preserve procure that the validity, existence or priority Company shall forthwith upon the execution hereof provide the Pledgee with a certificate in the form 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);Schedule 2. (b) HSBCThe Pledgor shall procure that no executory seizure (saisie execution/uitvoerend beslag) is made on the Shares or any other Pledged Assets, and that any conservatory seizure (saisie conservatoire/bewarend beslag) thereon is lifted within 60 days of it first being made. (c) The Pledgor shall co-HK may, without limitation, seek to take, refrain from taking operate with the Pledgee and sign or cause to be taken or signed all such further documents and take all such further action as the Pledgee may from time to time reasonably request to perfect and protect the pledge of the Pledged Assets under Belgian law and to carry out the provisions and purposes of this Agreement. The Pledgee shall not taken be obligated to request 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 under this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; paragraph (c) in addition, except upon written instructions from the Consenting Creditors who are members Requisite Noteholders. (d) The Pledgor shall not (i) dispose of the Ad Hoc Group agree Shares or any other Pledged Assets except in accordance with the provisions of this Agreement or the Terms and Conditions of Notes, (ii) create any other Lien in respect of the Pledged Assets (irrespective of whether ranking behind the pledge created hereby), nor (iii) permit the existence or the subsistence of any such Lien, except Permitted Liens imposed by mandatory operation of law. (e) The Pledgor shall not take any steps, including without limitation to the exercise of any right it has under any agreement pertaining to or in relation with the Pledged Assets, which may jeopardise or adversely affect the security interest constituted in this Agreement, except as permitted in the Terms and Conditions of Notes. (f) The Pledgor shall use reasonable its best 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: ensure that (i) an Interim Distribution extraordinary general meeting of partners of the Company will be held in order to amend article 9 of the articles of association of the Company in such a way that is not less than US$75 million to the Notes Trustee right of first refusal (voorkeurrecht/droit de preference) and the Club Loan Agent required approval by the board of directors (goedkeuringsclausule/clause d'agrement) as presently set forth in accordance with said article 9 of the Agreed Participation (without, for articles of association do not apply to an enforcement of the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions pledge under this Agreement and 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 this extraordinary general meeting of partners shall be held as soon as practically possible after Solutia Inc has given its consent to the Notes Trustee to be applied above mentioned amendment or after the date at which this consent is no longer required 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 view 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 releasedabove mentioned amendment. 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. Each Party undertakes that: 4.1 Subject on each occasion that it wishes to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to Use the terms, conditions and limitations set forth hereinData, 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 Agreementonly do so where: (a) no Consenting Creditor shall be required 4.1.1 A Patient has provided explicit Consent for the Party to waive any Defenses or be prohibited from taking any action do so; or 4.1.2 Where the Patient lacks capacity to preserve the validitymake that decision themselves, 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 Consent has been given in accordance with the Agreed Participation (withoutexercise of parental responsibility and/or in accordance with the Mental ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ it is determined that such access is in the Patient‟s best interests, for or authorised by a valid and applicable Lasting Power of Attorney or a Court appointed deputy, as applicable; or 4.1.3 Where Consent cannot be provided by or on behalf of a Patient, an Emergency Override may be used where a Legitimate Relationship exists between the Authorised System User and the Patient and where Use of the Data is lawful and necessary without Consent from the Patient, having due regard to the DPA, common law duty of confidence and appropriate legal requirements and professional codes of conduct. For the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have an Emergency Override cannot occurred at that time) to be applied used where a Patient has explicitly refused Consent and has not withdrawn such Consent andthat it will record the grounds for each such Use in accordance with this clause. 4.2 it will use Data received from any other Partysolely for the Existing Indenture Purposes; 4.3 it will only record and store Data in such a manner as to ensure compliance with the DPA; 4.4 it will notify the relevant Data Controller of the respective Party of any breaches of this Agreement or other failure to comply with or breach of the DPA or common law duty of confidence in relation to any Data originating from that Party within 24 hours of becoming aware of any such breach or failure to comply; 4.5 it will notify the relevant Data Controller of the respective Party of any known inaccuracies within any Data originating from that Party within 24 hours of becoming aware of any such inaccuracy; 4.6 it will permit any of the other Partiesto audit its compliance with its obligations under this Agreement, including by an independent external auditor agreed between the Parties, upon reasonable request and written notice. The Parties may agree upon a third party to receive and coordinate all requests for any such audits and to provide advice to the Parties as to what may be a reasonable request; 4.7 it will provide upon request to any Data Subject (and offer to provide at the point of any contact, assessment and care provision): 4.7.1 The identity of the Parties to this Agreement and the Club Loan Data Controllers of the Data that may be covered by this Agreement. If the Party has nominated a representativesuch as a Caldicott Guardian for the purposes of ensuring compliance with the DPA 1998, respectivelythe identity of that representative; 4.7.2 The purpose or purposes for which Data are intended to be processed and shared under this Agreement; 4.7.3 Information on the rights of Data Subjects under the DPA 1998, particularly in relation to sensitive personal data; 4.7.4 Details of the Party‟s procedures to enable Data Subjects to access their records, including audit trails, as regards access to their data; 4.7.5 Details of the Party‟s procedures which may have to be initiated when the Party suspects that a Data Subject has been or is at risk of abuse including when personal data will be shared and how it will be used; 4.7.6 Details of the Party‟s complaints procedures to follow in the event that a Data Subject believes personal information about him or her has been inappropriately disclosed; 4.7.7 Details of how personal information provided to the Party will be recorded, stored and the length of time it will be retained and on what lawful basis it is held; and (ii) the SFR Distribution 4.7.8 Any further information which may be reasonably required to the Notes Trustee to be applied ensure that processing 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 releasedData Subject is fair. 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 Trust agrees with you, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor for your benefit, 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 Trust shall be required sell Shares of the Funds so long as it has such Shares available for sale and shall cause the transfer agent (the "Transfer -------- Agent") to waive any Defenses record on its books the ownership of such Shares registered in ----- such names and amounts as you have requested in writing or be prohibited from taking any action other means, as promptly as practicable after receipt by the Trust of the payment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to preserve the validity, existence or priority register Shares 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, Fund sold 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 you on behalf of the Plan Debtors or their successor entities in connection with implementation Trust. Prior to the termination of the Chapter 11 Planthis Agreement, the Court Supervised Arrangement Trust will not file any amendment to any Registration Statement or amendment or supplement to any Restructuring, shall be acceptable Prospectus or SAI (whether pursuant to the Creditor Plan Proponents (Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in -------- ------- this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as defined the Trust may deem advisable, such right being in the Solicitation Plan)all respects absolute and unconditional, and the Plan Administrator or such other party or parties it being understood that this proviso shall not be considered acceptable relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the Creditor Plan Proponent unless foregoing sentence, if the Plan Administrator filing of any Prospectus or such other party or partiesSAI, as the case may be, have agreed contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the terms applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (xi) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof. (b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance. (c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder. (d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Authorized Dealers and, so long as delivery of a Prospectus or SAI by you or any Authorized Dealer may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Authorized Dealers. (e) To the extent required by applicable state law, the Trust will use its best efforts to arrange for the qualification of an appropriate number of the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications. (f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the Trust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Authorized Dealers), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission. (g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement: (i) a budget change is made to the statements under the caption "Shares of the Fund" in any Prospectus or budgets SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Plan Debtors Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (which to the extent it relates to the description of the Shares); (ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall include all disbursements expected furnish to be you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or (iii) any change is made by to the Plan Debtors, whether expressly provided for statements under the Restructuring Documents caption "Taxation" in any Prospectus or otherwiseSAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the periods prior Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and after the Restructuring Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it. (h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date), or (y) other arrangements governing Date with respect to an amendment of a Registration Statement which first includes certified financial statements for 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)preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each casedate on which the Trust, which shall be pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the Creditor Plan Proponentsfigures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in their sole discretionconformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.

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, an excel file) 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 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 3.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions clauses 4 (Investor Put Option) and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 5 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement:Company Call Option), (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve within six (6) months after 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 completion of the Club Loans and/or Notes (as the case may be)De-SPAC Transaction, Investor shall not Transfer any PubCo Ordinary Shares; (b) HSBC-HK mayafter an Event of Default has occurred before the Liquidity Date, without limitation, seek Investor shall Transfer and shall only Transfer the PubCo Ordinary Shares 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 Proceedingsclause 7.2, 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 transfer restriction under clause 3.1 (a) shall immediately cease to HSBC-HK without further obligation hereunder on the part of HSBC-HKapply; (c) in additionafter an Event of Default has occurred on or after the Liquidity Date, Investor shall only Transfer the Consenting Creditors who PubCo Ordinary Shares through on-market transaction via a reputable broker on the stock exchange on which such ordinary shares of PubCo are members traded, provided that the transfer restriction under clause 3.1(a) shall immediately cease to apply; and (d) subject to the above paragraphs (a), (b) and (c), after six (6) months of the Ad Hoc Group agree to use reasonable efforts to seek the approval completion 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 makeDe-SPAC Transaction, Investor shall only Transfer any PubCo Ordinary Shares: (i) an Interim Distribution that is not less than US$75 million to through on-market transactions via a reputable broker on the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance stock exchange on which such ordinary shares 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, respectivelyPubCo are traded; andor (ii) through any off-market transactions provided that prior to any of such transfer, Investor shall promptly deliver a written notice (the SFR Distribution ROFR Transfer Notice) to PubCo, which ROFR Transfer Notice shall include (i) the number of the shares of PubCo proposed to be Transferred by Investor, and (ii) the amount of the proposed consideration for the proposed Transfer and any other material terms and conditions upon which the proposed Transfer is to be made. For a period of three (3) Business Days following receipt of the ROFR Transfer Notice, PubCo shall have the right, either by itself or by one or more third party investors as nominated by PubCo, to purchase all or a portion of the shares of PubCo subject to the Notes Trustee ROFR Transfer Notice on the same terms and conditions as set forth therein, by delivering a written notice to Investor within such three (3) Business Days period specifying the number of the shares of PubCo that PubCo intends to acquire from Investor (the ROFR Purchase Notice). PubCo shall effect the purchase of the number of the shares of PubCo as specified in the ROFR Purchase Notice, including payment of the full purchase price, not more than two (2) Business Days after delivery of the ROFR Purchase Notice (the date of payment, the ROFR Completion Date), and at the ROFR Completion Date Investor shall deliver to PubCo all necessary certificates representing valid title to the shares of PubCo that are subject to the ROFR Purchase Notice and such other documents as may be applied in accordance with necessary or appropriate to effect the Existing Indenturetransfer of the shares of PubCo that are subject to the ROFR Purchase Notice. Failure by PubCo or any of its nominee to provide its ROFR Purchase Notice within the three (3) Business Days or pay the relevant full purchase price within two (2) Business Days after the delivery of ROFR Purchase Notice shall be deemed as a waiver to its rights under this clause 3.1(d)(ii), and Investor shall be permitted to Transfer any shares of PubCo through any off-market transactions. 4.2 Nothing in this Agreement 3.2 The Parties agree that following the closing of the De-SPAC Transaction, Investor shall require any Consenting Creditor to takehave the right, or omit to take, any action if such Consenting Creditor (in at its sole and absolute discretion, to nominate one (1) determines that candidate to be elected as an Observer to the board of directors of PubCo and to remove such action Observer and nominate a replacement candidate from time to time for so long as Investor holds at least seventy per cent. (or omission): 70%) of the total number of Exchanged Shares (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 adjustment as a result of any share split or consolidation of ordinary shares of PubCo). PubCo agrees and undertakes to take all necessary actions to effect the nomination, removal or replacement of such Observer proposed by Investor in accordance with respect this clause 3.2 to releases the extent permissible under applicable law and exculpations provided for therein listing rules. Investor shall cause such Observer to resign with immediate effect if and hereinupon Investor ceases to hold at least seventy per cent. (70%) of the Exchanged Shares (subject to any adjustment as a result of any share split or consolidation of ordinary shares of PubCo). 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK 3.3 PubCo shall adopt the Amended MAA in the form set out in Schedule 11 1 at the closing of the De-SPAC Transaction and PubCo shall provide (HSBC-HK Agreement)i) PubCo’s shareholders’ resolution to adopt the Amended MAA; and (ii) a stamped copy of the Amended MAA duly filed with the Registrar of Companies in the Cayman Islands, in each case, as soon as practicable of the same becoming available. 4.4 3.4 The Consenting Creditors hereby Parties agree that after the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all completion of the parties referred De-SPAC Transaction, as long as Investor owns any shares of PubCo, PubCo at all times while it shall be reporting under the Securities Exchange Act of 1934, as amended, shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo after the date hereof pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and shall promptly furnish Investor with true and complete copies of all such filings, unless filed through the SEC’s ▇▇▇▇▇ system. PubCo further covenants that it shall take such further action as Investor may reasonably request, all to the extent required from time to time, to enable Investor to sell the shares of PubCo held by Investor without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any customary legal opinions as to the availability of Rule 144. The Parties further agree that, following the expiration of the transfer restrictions set forth in clause 3.1(a), if the shares in PubCo held by Investor are eligible to be sold without restriction under, and without PubCo being in compliance with the current public information requirements of, Rule 144 under the Securities Act, or there is an effective registration statement covering the resale of such shares in PubCo, then at Investor’s request, PubCo will cause PubCo’s transfer agent to promptly remove any restrictive legend or notation set forth in each register and book entry for such share, and each certificate (if any) evidencing such share. In connection therewith, if required by PubCo’s transfer agent, PubCo will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such shares without any such legend or notation in any relevant register and book entry. Upon the request of Investor, PubCo shall deliver to Investor a written certification of a duly authorized officer of PubCo as to whether it has complied with such requirements. 3.5 The Parties acknowledge and agree to their respective rights, obligations, undertakings and agreements as set out 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 released2. 4.5 Notwithstanding anything to 3.6 If 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 DeadlineConvertible Preference Share Conversion takes place, the Information Agent shall calculate Parties agree that after 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 sameConvertible Preference Share Conversion Date: (a) Investor shall only Transfer the Backstop Claims shares of that Backstop Party as PubCo converted from the Convertible Preference Share and any PubCo Ordinary Shares then held by Investor through on-market transactions via a reputable broker on the stock exchange on which the shares of the Backstop Deadline; divided byPubCo are traded (Share Disposal) and shall not Transfer any of these shares through any off-market transactions; (b) aggregate Backstop Claims immediately after Investor has realised the Agreed Return from the Share Disposal pursuant to clause 3.6(a) above, Investor shall surrender to PubCo any remaining shares of all Backstop Parties as of PubCo converted from the Backstop DeadlineConvertible Preference Share and any PubCo Ordinary Shares then held by Investor at nil consideration; and (c) US$150,000,000Investor shall have three (3) months after the later of (i) the Convertible Preference Share Conversion Date and (ii) all of the shares of PubCo received upon conversion of the Convertible Preference Share are eligible to be sold without restriction under Rule 144 under the Securities Act, or there is an effective registration statement covering the resale of such shares to complete the Share Disposal. If Investor continues to hold any remaining shares of PubCo converted from the Convertible Preference Share and any PubCo Ordinary Shares after the expiration of such three (3) month period, Investor shall surrender any such remaining shares of PubCo to PubCo at nil consideration. 4.7 The Plan Administrator 3.7 Following the completion of De-SPAC Transaction, (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, a) PubCo shall be acceptable obliged to inform Investor occurrence of any Credit Event with respect to PubCo promptly after the Creditor Plan Proponents occurrence of such Credit Event and such notification shall include supporting documents and other relevant information for Investor to assess the occurrence of such Credit Event; and (b) PubCo shall procure that FIL to inform Investor occurrence of any Credit Event with respect to FIL promptly after the occurrence of such Credit Event and occurrence of any Credit Event with respect to FTG as defined in soon as practicable after such information becomes available to FIL and such notification shall include supporting documents and other relevant information for Investor to assess the Solicitation Plan), and occurrence of such Credit Event. 3.8 After Investor delivers 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 Conversion Notice pursuant to the terms of (x) this Agreement, PubCo undertakes to Investor to prepare and deliver the Instruction Letter and Legal Opinion to the transfer agent pursuant to the Amended MAA. 3.9 After PubCo delivers the Instruction Letter and Legal Opinion to the transfer agent of PubCo pursuant to the terms of this Agreement, PubCo undertakes to Investor that it shall procure the completion of the Convertible Preference Share Conversion pursuant to the Amended MAA. 3.10 As soon as practicable after the closing of the De-SPAC Transaction, if not already set up by the Company pursuant to clause 5.15 of the Share Subscription Agreement, PubCo undertakes to set up a budget or budgets bank account for the Plan Debtors (which purposes of the Pre-Liquidity Cash Top Up pursuant to Clause 7.6(a) or Post-Liquidity Cash Top Up pursuant to Clause 7.7(a) and 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 have security granted over such bank account in favour of Investor on terms and conditions under which disbursements may be made reasonably acceptable 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 discretionInvestor.

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 the Director undertakes with Stichting Holding and limitations set forth herein, the Security Trustee with effect from the date of this Agreement and as long as it will comply with the Consenting Creditors’ undertakings serves as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided director that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor it shall continue to be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority sole director 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)Stichting Holding; (b) HSBC-HK mayit shall only resign from its position as director of Stichting Holding once a suitable person, without limitationtrust or administration office, seek reasonably acceptable to takethe Security Trustee, refrain from taking or cause has been contracted to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedingsact as director of Stichting Holding, 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 subject to HSBC-HK without further obligation hereunder on the part of HSBC-HKRating Agency Confirmation; (c) it shall manage the affairs of Stichting Holding in addition, accordance with proper and prudent Dutch business practice and in accordance with the Consenting Creditors who are members 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 third parties; (d) it and Stichting Holding will refrain from any action detrimental to the obligations of the Ad Hoc Group agree CBC under the Transaction Documents and shall undertake no other business, except as provided for in the Transaction Documents; (e) it will not enter into any agreement in relation to use reasonable efforts the CBC other than the Transaction Documents to seek which it is a party, without the approval prior written consent of the Bankruptcy Court Security Trustee and subject to Rating Agency Confirmation; (f) it shall exercise all its rights and powers as director of Stichting Holding in compliance with the Transaction Documents; (g) it shall not as director of Stichting Holding engage external advisers without the prior written consent of the Security Trustee, which may consent shall not be pursuant to unreasonably withheld; (h) it shall not as director of Stichting Holding pass any resolution for the amendment of the articles of association of the CBC or the appointment of a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:director of the CBC, without the prior written consent of the Security Trustee; (i) an Interim Distribution it undertakes to procure that is Stichting Holding shall be and continues to be the sole shareholder of the CBC; (j) it shall not less than US$75 million as director of Stichting Holding pass any resolution (i) to issue any additional shares in the Notes Trustee capital of the CBC or (ii) to transfer shares in the capital of the CBC or (iii) to grant rights to third parties to acquire shares in the capital of the CBC or (iv) to pledge, dispose of or encumber in any other way the shares in the capital of the CBC; (k) it shall as director of Stichting Holding exercise its voting and the Club Loan Agent other shareholder rights and powers (if any) in accordance with the Agreed Participation CBC's obligations under the Transaction Documents and/or as otherwise instructed by the Security Trustee; (without, for l) it shall not novate or amend this Agreement without the avoidance prior written consent of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that timethe Security Trustee; (m) it shall take no action (i) to be applied in accordance with dissolve the Existing Indenture and the Club Loan AgreementCBC, 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 legal merger or legal demerger involving the form set out in Schedule 11 CBC, (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)iii) to vote in favour have the CBC converted into a foreign entity, (iv) to have the CBC request the court to grant a suspension of any Chapter 11 Plan payments or take a position in (v) to have 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:CBC declared bankrupt; (an) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by it shall take no action (bi) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; to dissolve Stichting Holding, (cii) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), to enter into a legal merger 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.legal demerger involving Stichting Holding,

Undertakings. 4.1 Subject In addition to their specific undertakings referred to in Clause 4.2, each Consenting Creditor irrevocably undertakes 3 or elsewhere in this Agreement the Parties have agreed as follows: 7.1 Each of the Parties shall use its best endeavours to procure that the Company applies for and obtains the Council’s approval under the Media Act and use its best endeavours to procure that the Company applies for and obtains the registration of the Purchaser as the owner of the Ownership Interest in the Commercial Register of the relevant Commercial Court. 7.2 Each of the Parties shall use its best endeavours to procure that the Company convene the general meeting where the Company members are asked to approve the transfer of the Ownership Interest for registration and the submission of such transfer for the Council’s approval under the Media Act. 7.3 The Seller shall vote in favor of the transfer of the Ownership Interest at such general meeting of the Company. The Purchaser shall vote in favour of each other Consenting Creditor that, subject the transfer of the Ownership Interest in accordance with this Agreement at the general meeting of the Company should the Purchaser acquire any ownership interest in the Company prior to the termsCompletion or the Purchaser shall ensure that a person holding an ownership interest and controlled either directly or indirectly by the Purchaser shall vote in favour of the transfer of the Ownership Interest in accordance with this Agreement. 7.4 The Seller undertakes that he shall not (i) withdraw any application filed pursuant to Clause 3.6 of this Agreement, conditions and limitations set forth herein(ii) withdraw or contest in any way a request for consent to the Council in respect of the transfer of the Ownership Interest to the Purchaser, it will comply (iii) withdraw or contest in any way the application filed with the Consenting Creditors’ undertakings Commercial Register of the relevant Commercial Court to register the Purchaser as set forth the owner of the Ownership Interest, or (iv) initiate any Claim as from the date hereof; provided that the Seller shall be entitled from the date which is 85 (eighty-five) calendar days from the date hereof until the date on which the Purchaser deposits the Purchase Price into the Escrow Account and the Escrow Agent notifies the Seller hereof to initiate Claims solely on account of the fact that the applicable statute of limitations would otherwise expire and shall promptly deliver copies of any such Claim to the Purchaser. . 7.5 The Seller undertakes that in Schedule 3 (Consenting Creditors’ undertakings) provided thatthe event this Agreement or the application to register the Purchaser as the owner of the Ownership Interest hereunder is declared invalid, notwithstanding any other provision the Seller shall undertake to perform such acts as may be reasonably required by the Purchaser, including entering into a new agreement containing substantially the same sale terms as are contained in this Agreement:. 7.6 The Seller undertakes to notify the Purchaser within 15 (afifteen) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve Business Days of the validity, existence or priority receipt of valid and final court decisions including an original stamp by the relevant court in respect of the termination of any of its rights and Claims (including seeking acceptance the Approved Petitions 7.7 The Purchaser undertakes to transfer to the Seller amounts of any Claims for fees, costs and expenses under dividends relating to 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 (Ownership Interest which may be pursuant to distributed from the profits generated by the Company for the financial year 2004. 7.8 In the event of 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 breach by the Seller of any obligation under Clause 7 other than US$75 million the obligation in Clause 7.6 above, the Seller shall pay to the Notes Trustee and Purchaser contractual penalty in the Club Loan Agent in accordance with the Agreed Participation amount of CZK 25.000.000,00 (without, for the avoidance of doubt, any Indebtedness being reduced on account twenty-five million Czech crowns) per each individual breach within 15 Business Days of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with such breach. In the Existing Indenture and event of a breach by the Club Loan AgreementPurchaser of any obligation under Clause 7, respectively; and (ii) the SFR Distribution Purchaser shall pay to the Notes Trustee to be applied Seller a contractual penalty in accordance with the Existing Indenture. 4.2 amount of CZK 25.000.000,00 (twenty-five million Czech crowns) per each individual breach within 15 Business Days of any such breach. 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 interpreted 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 limitation of the parties referred Purchaser’s rights to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to conduct 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 proceedings relating to the Club Loans or Claims until the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be releasedSeller withdraws such Claims in accordance with this 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 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 CBC and the 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 shall be required to waive any Defenses or be prohibited only resign 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 position as Accepted Claims) against any obligor director of the Club Loans and/or Notes (CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the case may be)Security Trustee, after consultation with the Secured Creditors, other than the Covered Bondholders, has been contracted to act as director of the CBC, subject to Rating Agency Confirmation; (b) HSBC-HK maythe CBC shall undertake no other business, 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 except as provided for in the Adversary ProceedingsTransaction Documents, provided that if HSBC-HK takes until the CBC no longer has any such action that adversely affects implementation actual or contingent liabilities under any 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-HKTransaction Documents and any Covered Bonds; (c) it shall manage the affairs of the CBC in additionaccordance with proper and prudent Dutch business practice and in accordance with the CBC's articles of association and in accordance with the requirements of Dutch law and Dutch accounting practice 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 third parties; (d) it shall continue to be the sole director of the CBC; (e) it shall as director of the CBC not (i) agree to any alteration of any agreement including, but not limited to, the Consenting Creditors who are members Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Ad Hoc Group agree Security Trustee and subject to use reasonable efforts to seek the approval Rating Agency Confirmation and in accordance with any other requirements in any of the Bankruptcy Court Transaction Documents; (f) it and the CBC shall refrain from any action detrimental to any of its obligations under the Transaction Documents; (g) it shall exercise all its rights and/or powers by virtue of being director of the CBC in compliance with the Transaction Documents; (h) it shall procure that the CBC shall 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) it shall as director of the CBC not engage external advisers without the prior written consent of the Security Trustee, which consent shall not be unreasonably withheld and which consent shall be presumed to have been given if the Security Trustee will not have replied within five (5) Business Days from the date of the written request from the CBC; (j) it shall not, as director of the CBC, novate or amend this Agreement without the prior written consent of the Security Trustee; (k) it shall as director of the CBC not take action (i) to dissolve the CBC, or (ii) to enter into a legal merger or legal demerger involving the CBC, or (iii) to have the CBC converted into a foreign entity, or (iv) to have the CBC request the court to grant a suspension of payments, or (v) to have the CBC declared bankrupt, without the prior written consent of the Security Trustee; (l) the CBC shall continue to comply with the applicable provisions of the MAR (including, where applicable, maintaining an Interim Distribution insider list), the CRR and the Wft and with the provisions of all applicable decrees, rules, regulations and statements of policy of the relevant authority or authorities in the Netherlands, issued pursuant to or in connection with the CRR and the Wft; (m) it shall procure that is not less than US$75 million to the Notes Security Trustee and the Club Loan Agent Rating Agency are notified in accordance writing forthwith upon the Director becoming aware of any steps being taken by any party for the winding up, liquidation or bankruptcy of the CBC or of any steps or proceedings being taken against the CBC for the enforcement of any debt or obligation and in particular that the Security Trustee is 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 CBC; (n) the CBC shall not engage employees and shall not enter into any agreement with respect to the rendering of services to the CBC, except as provided for in the Transaction Documents; (o) it shall procure that the Security Trustee and the Rating Agency 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; (p) it shall continue to comply with the Agreed Participation (without, requirements of Netherlands law regarding services as provided 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 this Agreement, respectivelyincluding the Dutch Act on the Supervision of Trust Offices as amended from time to time; (q) the CBC shall hold itself as a separate entity and conduct its business in its own name; (r) the CBC shall use separate stationery, invoices and checks; and (iis) it shall procure that Stichting Holding will after the SFR Distribution to adoption and approval 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 takeCBC's annual accounts, 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 each calendar year resolve that the Schedule of Excluded Parties (as defined in the Solicitation Plan) CBC 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)), pay out 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.profit amount resulting from item

Undertakings. 4.1 Subject to Clause 4.2Without the prior written consent of the Lender you and your subsidiaries (other than the Surviving Entity, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it as defined below) 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: not (a) no Consenting Creditor shall be required create or permit to waive subsist any Defenses mortgage, charge or be prohibited from taking any action to preserve the validity, existence or priority of other encumbrance (each a "LIEN") over 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 your 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 their assets (including, without limitation, any claims arising out the shares 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 stock of the applicable Senior Claims as Surviving Entity) other than Liens in favor 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 DeadlineLender; divided by (b) aggregate Backstop Claims permit any disposals or leases (by one or a series of transactions) of all Backstop Parties as or a substantial part of the Backstop Deadlineyour or their business or assets; (c) US$150,000,000. 4.7 The Plan Administrator (as defined permit any material change in the Solicitation Plan), nature of your or their business as now conducted; (d) incur or permit to exist any indebtedness other party who would be authorized to act on behalf than in favor of the Plan Debtors Lender; (e) declare or their successor entities in connection with implementation pay any dividends or other distributions to your shareholders other than dividends or distributions consisting solely of capital stock of the Chapter 11 PlanBorrower and, the Court Supervised Arrangement or any Restructuringso long as no Event of Default has occurred and is continuing, 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 dividends required under the terms of the Mandatorily Redeemable Preferred Stock; or (f) redeem any of the Mandatorily Redeemable Preferred Stock. For the avoidance of doubt, except as set forth in the following two sentences, nothing in this Letter-Loan Agreement shall restrict the Acquisition Company or Getty. You will (w) acquire all of the shares of capital stock of Getty in accordance with the Merger Agreement; (x) a budget or budgets for cause the Plan Debtors Acquisition Company and any subsidiaries of the Acquisition Company (which shall include all disbursements expected the "ADDITIONAL MERGER SUBSIDIARIES") to be made by merged with Getty pursuant to 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 Merger Agreement; (y) other arrangements governing the terms execute and conditions under which disbursements deliver such further documents and take such further acts as may be made reasonably requested by the Plan AdministratorLender to grant the Lender security over the shares of the surviving entity (the "SURVIVING ENTITY") promptly upon the merger of the Acquisition Company, such other parties and/or the Plan Debtors (including any Additional Merger Subsidiaries, and all expenditures for counsel or other advisors), in each case, which shall be satisfactory Getty pursuant to the Creditor Plan ProponentsMerger Agreement; and (z) from time to time cause the Surviving Entity to declare and pay such dividends as may be necessary to enable you to make any payment required under this Letter-Loan Agreement. Without the consent of the Lender you will not permit the Surviving Entity to incur or permit to remain outstanding indebtedness for borrowed money in an aggregate principal amount in excess of US$20,000,000 or the equivalent in any other currency. Without the consent of Oil Company LUKOIL you will not create or permit to subsist any Lien over any of the assets of the Surviving Entity other than (i) Liens on the assets of the Surviving Entity existing at the time of acquisition by the Borrower or any subsidiary of the Borrower of any interest in Getty, (ii) statutory liens arising by operation of law, (iii) purchase money security interests in their sole discretionfuel acquired by the Surviving Entity in the ordinary course of its retail business, and (iv) other Liens securing indebtedness for money borrowed by the Surviving Entity in an aggregate amount not greater than $5,000,000.

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 maysubject to Clause 8.2 and 8.3, 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 Creditors, other than the Covered Bondholders and subject to Rating Agency Confirmation, has been contracted to act as director of the Security Trustee, subject to an Extraordinary Resolution by the Covered Bondholders in accordance with clause 25 of 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-HKTrust Deed; (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 Creditors; (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 with the same care it exercises or would exercise the administration of similar matters whether held for its own account or for the account of third parties; (e) it shall as director of the Security Trustee not (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 Creditors, other than the Covered Bondholders, prior thereto and without having notified the Rating Agency, 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 taking any action detrimental to the Security Trustee's rights and obligations under or in connection with the Transaction Documents; (g) it shall exercise all its rights and/or 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 it shall not, as director of the Security Trustee, take action (i) to dissolve (ontbinden) the Security Trustee, or (ii) to enter into a legal merger (juridische fusie) or legal demerger (juridische splitsing) involving the Security Trustee, or (iii) to have the Security Trustee converted (conversie) into a foreign entity, or (iv) to have the Security Trustee request the court to grant a suspension of payments (surseance van betaling), or (v) to have the Security Trustee declared bankrupt (failliet); (j) it shall as director of the Security Trustee take no action to enter into negotiations with any one or more of its creditors with a view to the Notes Trustee general readjustment or rescheduling of its indebtedness or makes a general composition for the benefit of its creditors (buitengerechtelijk akkoord) or a forced general composition approved by the relevant court (dwangakkoord buiten faillissement of surseance van betaling); (k) it shall procure that the Issuer, the CBC, the Secured Creditors, other than the Covered Bondholders, and each Rating Agency are notified in writing forthwith upon the Club Loan Agent Director becoming aware of any steps being taken by any party in accordance 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 the Issuer, the CBC, the Secured Creditors, other than the Covered Bondholders, and each Rating Agency 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 time) to be applied the Security Trustee, the Administrator and each Rating Agency are notified in accordance with writing forthwith upon the Existing Indenture and Director becoming aware of the Club Loan Agreement, respectivelyoccurrence 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 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 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 1817 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 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 5.1. BCL 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 Security Trustee that during the continuance of the Security Interests created pursuant to this AgreementSecurity Agreement it will: (a) no Consenting Creditor shall deposit with the Security Trustee forthwith (to be required to waive held at the risk of BCL save where BCL suffers 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 feesloss, costs and or expenses under the Existing Finance Documentation as Accepted Claims) against any obligor a result of the Club Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking Security Trustee’s gross negligence 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:wilful default): (i) an Interim Distribution that is not less than US$75 million all certificates and documents of title relating to the Notes Collateral and such deeds of transfer in blank and other documents as the Security Trustee and may from time to time reasonably require for perfecting the Club Loan Agent title of the Security Trustee to the Collateral (duly executed by or signed on behalf of the registered holder) or for vesting or enabling it to vest the same in accordance with the Agreed Participation (without, for the avoidance of doubt, itself or its nominees or in 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, respectivelypurchaser; and (ii) the SFR Distribution all such other documents relating 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 (Collateral as are in its sole and absolute discretion) determines that such action (possession or omission): (a) would be contrary which it can reasonably obtain as the Security Trustee may from time to any applicable law or regulation or might affect directly or indirectly its reputation; ortime reasonably require; (b) would result duly and promptly pay all calls, instalments or other moneys which may from time to time become due in such Consenting Creditor incurring respect of 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, it being acknowledged by BCL that neither the Security Trustee nor any of the Beneficiaries shall in Schedule 12 any circumstances incur any liability whatsoever in respect of any such calls, instalments or other moneys; (Excluded Release Partiesc) hereto, and notwithstanding anything forthwith inform the Security Trustee of any claim or notice relating to the contrary contained herein Collateral received from any other party and likely materially to prejudice the value of the Collateral and of all matters relevant thereto; (including d) not, save as otherwise permitted or not restricted under each of the Senior Finance Documents (without the prior consent in Schedule 8 writing of the Security Trustee) redeem or purchase any of its own shares or participate in or permit any purchase or redemption of any of the Collateral by the Company, or sell, transfer or otherwise dispose of any part of the Collateral; and (Term Sheet))e) save to the extent expressly permitted or not restricted under each of the Senior Finance Documents, not, without the prior consent in writing of the Security Trustee, grant any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except option 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 releasedShares. 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 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 makeThe Seller undertakes that: (i) it shall comply with all applicable Anti-corruption Laws; (ii) neither it nor its officers or employees shall commit a Corrupt Act directly or indirectly in connection with this Agreement; and (iii) it shall maintain and enforce policies and procedures for assessing the risk of breaching Anti-corruption Laws and reviewing and monitoring any such risk. (b) There shall be no breach of paragraph (a) where an Interim Distribution that is not less than US$75 million officer or employee of the Seller has acted independently of the Seller and within 10 Business Days of the date on which the Seller became aware of such independent action, the Seller has taken (i) action to dismiss the relevant employee or officer to the Notes Trustee and the Club Loan Agent extent required 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, respectivelyapplicable Law; and (ii) any other action reasonably necessary to satisfy the SFR Distribution Purchaser that adequate procedures are in place to the Notes Trustee to be applied in accordance with the Existing Indentureprevent any further breaches of paragraph (a). 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 discretionc) determines that such action (or omission):The Seller undertakes that: (ai) would be contrary neither it nor any of its officers or employees shall be: (A) listed on the Consolidated List of Financial Sanctions Targets and/or the Investment Ban List maintained by HM Treasury or any similar list maintained by the United Kingdom or the UK government, each as amended, supplemented or substituted from time to any applicable law or regulation or might affect directly or indirectly its reputationtime; or (bB) would result in such Consenting Creditor incurring any Liability placed on the World Bank blacklist (being the list of firms and individuals ineligible to be awarded a World Bank financed contract, published by the World Bank at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇); and (ii) none of its directors shall be disqualified from acting (or waiving or releasing any legal or equitable rights, Claims, causes have provided a disqualification undertaking not to act) as a director of action, indemnities, Defenses or remedies, except as expressly set forth a company in the Solicitation PlanUK or elsewhere. (d) There shall be no breach of paragraph (c) if the Seller has, subject within 10 Business Days of the relevant circumstance arising in relation to any opt- out rights of its officers or employees, taken: (i) action to dismiss the relevant officer or employee to the extent required in accordance with respect applicable Law; and (ii) any other action reasonably necessary to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who satisfy the Purchaser that adequate procedures are Creditor Plan Proponents are hereby authorised in place to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 prevent further breaches of paragraph (HSBC-HK Agreementc). 4.4 (e) The Consenting Creditors hereby agree that Purchaser has read and understood and shall comply with the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all provisions of the parties referred to in Schedule 12 (Excluded Release Parties) heretoSeller’s “Code of Business Conduct and Ethics” dated April 29, 2015, and notwithstanding anything “International Anti-Corruption Policy” dated December 2013, 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 same extent such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest code and other amounts due thereunder as may be necessary to give effect policy would apply to the Court Supervised Arrangements. Without limiting the generality Purchaser if it were an employee 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 releasedSeller. 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 6.1.1 Atrium undertakes 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 AgreementNewco that unless there is a Fiduciary Duty Exercise: (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 within two Business Days of the Club Loans and/or Notes (as signing of this Agreement, it will notify the case may be)JFSC of the execution of this Agreement in accordance with the Listed Funds Guide issued by the JFSC; (b) HSBC-HK mayimmediately prior to the Posting Date, 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 shall procure that if HSBC-HK takes any such action that adversely affects implementation each of the Restructuring in members of the manner set forth hereinIndependent Committee shall sign the certificates required under Article 127E(5) of the Law and prior to Closing, it shall procure that each of the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on members of the part Independent Committee shall sign the certificates required under Article 127FJ(4)(d) of HSBC-HKthe Law; (c) it shall use reasonable endeavours to prepare the Shareholder Circular as soon as possible following the date of this Agreement and shall (i) despatch the Shareholder Circular to those Atrium Shareholders on the Register at the Posting Date so as to inform them of the Merger and convene the Merger Extraordinary General Meeting, and (ii) publish notice that the Merger Extraordinary General Meeting has been convened via a Data Dissemination Channel; (d) it will procure that the Atrium directors make reasonable enquiries to identify all of Atrium’s actual, contingent and prospective creditors to whom notice of the proposed Merger must be sent in additionaccordance with Article 127FC(1) of the Law (the “Creditors”); (e) it will send written notice of the proposed Merger to each of the Creditors at the time and in the manner required under Article 127FC(1) of the Law, in each case of which the Consenting Creditors who Atrium directors are aware having made reasonable enquiries in accordance with Clause 6.1.1(d); (f) it will, within the time limit set out in Article 127FC(6) of the Law, publish the contents of the notice of the Merger at least once in a newspaper circulating in Jersey; (g) it will procure that the Independent Committee unanimously and unqualifiedly recommend to the Atrium Shareholders to vote in favour of the Merger Resolutions at the Merger Extraordinary General Meeting and vote any shares beneficially held by them in favour of such Merger Resolutions; (h) upon the passing of the Merger Resolutions, it will issue and allot the Reduction of Capital Share to the Trust Agent for EUR 1.00 with no conditions or restrictions; (i) subject to the Law and to the unanimous approval of the members of the Ad Hoc Group agree board of directors of Atrium voting at the relevant board meeting to use reasonable efforts approve the Special Dividend, it will pay the Special Dividend to seek all Atrium Shareholders on the approval Special Dividend Payment Date; (j) on the date two Business Days following the date the last of the Bankruptcy Court Reduction Conditions is satisfied, it will (i) despatch the Notice of Reduction Extraordinary General Meeting to those Atrium Shareholders and Reduction of Capital Shareholder on the Register at the Reduction Record Time so as to convene the Reduction Extraordinary General Meeting, and (ii) publish notice that the Reduction Extraordinary General Meeting has been convened via a Data Dissemination Channel; (k) it will use all reasonable endeavours to ensure that each of the individuals listed at Clause 11.1.1 (a) and any person to be appointed as a director of Atrium upon Closing shall sign the certificates required under Article 127E(6) of the Law; (l) it will administer and minute the proceedings at both the Merger Extraordinary General Meeting and the Reduction Extraordinary General Meeting in accordance with the Law and the Articles and it will notify Newco of the outcome of such meetings as soon as possible thereafter and will provide Newco with copies of such minutes within ten Business Days of such meeting; (m) other than providing information in response to a bona fide Third Party Proposal which in the opinion of the Independent Committee, acting reasonably and in good faith, may be lead to a Superior Proposal, it will not (and will procure that no member of the Atrium Group will) undertake, or instruct the undertaking of, any act the effect of which is reasonably likely to prejudice the satisfaction of the Atrium Conditions in a timely manner, or at all; (n) not more than 15 days before the passing of the Reduction Special Resolution, it will, subject to the discretion of the Directors of Atrium procure that each of the directors of Atrium authorising the reduction of capital of Atrium pursuant to the Reduction Special Resolution shall pass a Chapter 11 Planstatement of solvency in accordance with Article 61A of the Law; (o) it will, within 15 days of the passing of the Reduction Special Resolution, file with the Registrar of Companies in Jersey the solvency statements obtained pursuant to CFG Peru taking paragraph (n) above and a minute in relation to the Reduction Special Resolution in accordance with Article 61B(1)(b) of the Law (the “Filing Date”); (p) it will use all corporate governance actions consistent with Peruvian and Singapore law reasonable endeavours to makeensure that: (i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent documents filed in accordance with paragraph (o) above shall be filed by the Agreed Participation (without, for the avoidance Registrar 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 Companies in accordance with the Existing Indenture and the Club Loan Agreement, respectively; andJersey; (ii) the SFR Distribution to Registrar of Companies in Jersey shall enter the Notes Trustee to be applied details specified in accordance with Article 127FM(3) of the Existing IndentureLaw into the register of Newco; and (iii) the Registrar of Companies in Jersey shall enter the details specified in Article 127FM(4) of the Law into the register of Atrium. 4.2 Nothing in this Agreement shall require any Consenting Creditor 6.1.2 Newco undertakes 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 sameAtrium that: (a) immediately prior to the Backstop Claims of Posting Date, it shall procure that Backstop Party as each of the Backstop Deadline; divided bydirectors of Newco shall sign the certificates required under Article 127E(5) of the Law and prior to Closing, it shall procure that each of the directors of Newco shall sign the certificates required under Article 127FJ(4)(d) of the Law; (b) aggregate Backstop Claims it will procure that Newco’s directors make reasonable enquiries to identify all of all Backstop Parties as its actual, contingent and prospective creditors to whom notice of the Backstop Deadline; proposed Merger must be sent in accordance with Article 127FC(1) of the Law (the “Newco Creditors”); (c) US$150,000,000. 4.7 The Plan Administrator (as defined it will send written notice of the proposed Merger to each of the Newco Creditors at the time and in the Solicitation Plan), or any other party who would be authorized to act on behalf manner required under Article 127FC(1) 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)Law, in each casecase of which the Newco directors are aware having made reasonable enquiries in accordance with Clause 6.1.2(b); (d) it will, which within the time limit set out in Article 127FC(6) of the Law, publish the contents of the notice of the Merger at least once in a newspaper circulating in Jersey; and (e) it will procure that each of the directors of Newco shall sign such further declarations in accordance with Article 127E of the Law as may be satisfactory required by the JFSC or the Registrar of Companies, in the form as set out at Annex A. 6.1.3 Each of Atrium and Newco shall negotiate in good faith to agree the form of each of the following documents as soon as reasonably practicable and in any event prior to the Creditor Plan Proponents, in their sole discretion.Posting Date: (a) Shareholder Circular; (b) Merger Resolutions; (c) Notice of Merger Extraordinary General Meeting; (d) Reduction Special Resolution; and

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 CBC and the 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 shall be required to waive any Defenses or be prohibited only resign 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 position as Accepted Claims) against any obligor director of the Club Loans and/or Notes (CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the case may be)Security Trustee, after consultation with the Secured Creditors, other than the Covered Bondholders, has been contracted to act as director of the CBC, subject to Rating Agency Confirmation; (b) HSBC-HK maythe CBC shall undertake no other business, 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 except as provided for in the Adversary ProceedingsTransaction Documents, provided that if HSBC-HK takes until the CBC no longer has any such action that adversely affects implementation actual or contingent liabilities under any 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-HKTransaction Documents and any Covered Bonds; (c) it shall manage the affairs of the CBC in additionaccordance with proper and prudent Dutch business practice and in accordance with the CBC's articles of association and in accordance with the requirements of Dutch law and Dutch accounting practice 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 third parties; (d) it shall continue to be the sole director of the CBC; (e) it shall as director of the CBC not (i) agree to any alteration of any agreement including, but not limited to, the Consenting Creditors who are members Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Ad Hoc Group agree Security Trustee and subject to use reasonable efforts to seek the approval Rating Agency Confirmation and in accordance with any other requirements in any of the Bankruptcy Court Transaction Documents; (f) it and the CBC shall refrain from any action detrimental to any of its obligations under the Transaction Documents; (g) it shall exercise all its rights and/or powers by virtue of being director of the CBC in compliance with the Transaction Documents; (h) it shall procure that the CBC shall 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 it shall as director of the CBC not less than US$75 million engage external advisers without the prior written consent of the Security Trustee, which consent shall not be unreasonably withheld and which consent shall be presumed to have been given if the Security Trustee will not have replied within five (5) Business Days from the date of the written request from the CBC; (j) it shall not, as director of the CBC, novate or amend this Agreement without the prior written consent of the Security Trustee; (k) it shall as director of the CBC not take action (i) to dissolve the CBC, or (ii) to enter into a legal merger or legal demerger involving the CBC, or (iii) to have the CBC converted into a foreign entity, or (iv) to have the CBC request the court to grant a suspension of payments, or (v) to have the CBC declared bankrupt, without the prior written consent of the Security Trustee; (l) it shall as director of the CBC take no action to enter into negotiations with any one or more of its creditors with a view to the Notes general readjustment or rescheduling of its indebtedness or makes a general composition for the benefit of its creditors (buitengerechtelijk akkoord) or a forced general composition approved by the relevant court (dwangakkoord buiten faillissement of surseance van betaling); or (m) the CBC shall continue to comply with the applicable provisions of the MAR (including, where applicable, maintaining an insider list), the CRR and the Wft and with the provisions of all applicable decrees, rules, regulations and statements of policy of the relevant authority or authorities in the Netherlands, issued pursuant to or in connection with the CRR and the Wft; (n) it shall procure that the Security Trustee and the Club Loan Agent Rating Agency are notified in accordance writing forthwith upon the Director becoming aware of any steps being taken by any party for the winding up, liquidation or bankruptcy of the CBC or of any steps or proceedings being taken against the CBC for the enforcement of any debt or obligation and in particular that the Security Trustee is 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 CBC; (o) the CBC shall not engage employees and shall not enter into any agreement with respect to the rendering of services to the CBC, except as provided for in the Transaction Documents; (p) it shall procure that the Security Trustee and the Rating Agency 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; (q) it shall continue to comply with the Agreed Participation (without, requirements of Netherlands law regarding services as provided 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 this Agreement, respectivelyincluding the Dutch Act on the Supervision of Trust Offices as amended from time to time; (r) the CBC shall hold itself as a separate entity and conduct its business in its own name; (s) the CBC shall use separate stationery, invoices and checks; and (iit) it shall procure that Stichting Holding will after the SFR Distribution adoption and approval of the CBC's annual accounts, each calendar year resolve that the CBC shall pay out any profit amount resulting from item (ix) of the Available Revenue Funds, by way of dividend to Stichting Holding and it shall procure that Stichting Holding shall, within a period of fifteen (15) Business Days after the receipt of such amount, donate such amount, after deduction of any amounts owed to the Notes Trustee tax authorities, to be applied in accordance with the Existing Indenturea charitable purpose. 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 Without prejudice to Clause 4.2its obligations under clause 17.1 (Required Insurances), 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 AgreementCharterer shall: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve (i) not 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 consent of the Club Loans and/or Notes Owner alter any material part of Compulsory Insurances in any respect, (as ii) prior to altering any non-material part of the case may be)Compulsory Insurances in any respect inform the Owner of the proposed alteration(s) and (iii) not make, do, consent or agree to any act or omission which would or might render any Compulsory Insurances invalid, void, voidable or unenforceable or render any sum paid out under any Compulsory Insurances repayable in whole or in part; (b) HSBC-HK may, without limitation, seek to take, refrain from taking not cause or cause permit the Vessel to be taken operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Compulsory Insurances or to be engaged in any voyage or to carry any cargo not taken any action it deems necessary or desirable in its sole discretion permitted by the Compulsory Insurances without first covering the Vessel in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of Required Insurance Amount or otherwise for an amount approved by the Restructuring Owner 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-HKUS$ or another approved currency with approved insurers; (c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in additionrespect of any Compulsory Insurance; (d) renew all Compulsory Insurances at least seven (7) days or within such shorter period as the Owner may agree in writing before the relevant policies or contracts or entries expire and procure that the approved brokers and/or war risks and protection and indemnity clubs and associations shall confirm in writing to the Owner (and provide certificates evidencing such replacement or renewal) no later than seven (7) days after each such policy, contract or entry is replaced or renewed; (e) forthwith upon the effecting of any Compulsory Insurance, give written notice of the insurance to the Owner stating the full particulars (including the dates and amounts) of the insurance, and upon the request of the Owner produce the receipts for each sum paid by it pursuant to paragraph (c) above; (f) provide to the Owner on request certified copies of all documentation relating to the Compulsory Insurances in the Charterer's or its brokers' possession and immediately upon such documentation being issued, including all policies, slips, cover notes and certificates of entry; (g) not settle, compromise or abandon any claim in respect of any Total Loss unless the Owner is satisfied that such release, compromise or abandonment will not prejudice any of its or the Finance Parties' interests under or in relation to the Transaction Documents; (h) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association; (i) procure that the interests of the Owner are noted on all policies of insurance; (j) procure that a loss payee and notice of cancellation provision substantially in the form scheduled to the Security Assignment and reflecting the provisions of clause 17.5 (Application of Insurance Proceeds) below is endorsed on all policies of insurance and certificates of entry; (k) obtain from the relevant insurance brokers and/or insurers ▇▇▇/▇▇ ▇&▇ Club letters and undertakings substantially in the form scheduled to the Security Assignment (or such other form as may be acceptable to the Owner); (l) in the event that the Charterer receives payment of any moneys under the Compulsory Insurances, save as provided in clause 17.5 below and the loss payable clauses scheduled to the Security Assignment, forthwith pay over the same (without deduction or withholding) to the Owner or to its order and until paid over such moneys shall be held in trust for the Owner by the Charterer. In the event the Charterer is unable to hold such moneys on trust for the Owner or there is a failure of such trust or the efficacy of such trust is contested or challenged, the Consenting Creditors who are members of Charterer will promptly pay an amount equal to such moneys to the Ad Hoc Group agree Owner or to use reasonable efforts to seek the approval of the Bankruptcy Court its order; (m) take all necessary action and comply with all requirements which may from time to time be pursuant applicable to a Chapter 11 Planthe Compulsory Insurances (including the payment of any additional premiums or calls) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to makeensure that the Compulsory Insurances are: (i) an Interim Distribution that is not less than US$75 million cancelled or made subject to any exclusions or qualifications to which the Notes Trustee Owner has not given its prior written consent 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 do not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectivelybecome voidable; and (ii) are otherwise maintained on terms and condition from time to time approved in writing by the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture.Owner (acting reasonably); 4.2 Nothing in this Agreement shall require any Consenting Creditor to take(n) not do, consent to, or omit to take, permit any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (act or omission): (a) would be contrary to omission which might invalidate or render unenforceable the whole or 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 part of the parties referred to in Schedule 12 Compulsory Insurances and not (Excluded Release Parties) hereto, and notwithstanding anything to without first obtaining 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 consent of the applicable Senior Claims insurers to such employment or operation and complying with such requirements as to extra premium or otherwise as such insurers may prescribe and covering the Vessel) employ or operate the Vessel or suffer the Vessel to be employed or operated otherwise than in conformity with the terms of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same:Compulsory Insurances; (ao) provide to the Backstop Claims owner, at the time of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims each such communication, copies of all Backstop Parties as of material written communications between 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), Charterer 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 partiesCharterer’s brokers (if any) or, as the case may be, have agreed the relevant insurers and approved protection and indemnity club or association which relates to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected declarations required to be made given by the Plan DebtorsFinance Parties, whether expressly provided for under payment of additional premia or calls, renewal of the Restructuring Documents Compulsory Insurances or otherwise, for the periods prior any material amendment 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, relating to such other parties and/or the Plan Debtors Compulsory Insurances; (including any and all expenditures for counsel or other advisors), in each case, which shall be satisfactory p) provide to the Creditor Plan ProponentsOwner at any time any claim is made in excess of one million U.S. Dollars (US$1,000,000) under any Compulsory Insurance with reasonable details of such claims; (q) not create or permit to exist any Security Interests over or in respect of the Compulsory Insurances save for any Security Interests in favour of the Owner and/or Finance Parties and save also for any brokers' (if any) or, in their sole discretionas the case may be, the relevant insurer's right of set off and lien for unpaid premiums to the extent permitted by this clause 17; and (r) without the prior written consent of the Owner (not to be unreasonably withheld or delayed) not permit any person (other than the Owner, Charterer and the Manager) to be added as an additional assured under any of the Compulsory Insurances.

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 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 Creditors, other than the Covered Bondholders, and subject to Rating Agency Confirmation, has been contracted to act as director of the Security Trustee, subject to an Extraordinary Resolution by the Covered Bondholders in accordance with Clause 25 of 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-HKTrust Deed; (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 Creditors; (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 Creditors, 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 ensure that is not less the Issuer, the CBC, the Secured Creditors, other than US$75 million to the Notes Trustee Covered Bondholders, and the Club Loan Agent Rating Agency 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 Creditors, other than the Covered Bondholders, and the Club Loan AgreementRating Agency 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; (k) it shall procure that the Security Trustee, respectivelythe Administrator and the Rating Agency 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 (iil) 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 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 charter party 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 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 Borrower and/or the Plan Debtors (including any and all expenditures for counsel or other advisors), Ship and/or its Earnings and/or Insurances and/or Requisition Compensation in each case, which shall be satisfactory to competition with the Creditor Plan Proponents, in their sole discretion.Bank;

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 maysubject to Clause 8.2 and 8.3, 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 Creditors, other than the Covered Bondholders and subject to Rating Agency Confirmation, has been contracted to act as director of the Security Trustee, subject to an Extraordinary Resolution by the Covered Bondholders in accordance with clause 25 of 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-HKTrust Deed; (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 Creditors; (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 with the same care it exercises or would exercise the administration of similar matters whether held for its own account or for the account of third parties; (e) it shall as director of the Security Trustee not (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 Creditors, other than the Covered Bondholders, prior thereto and without having notified the Rating Agency, 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 taking any action detrimental to the Security Trustee's rights and obligations under or in connection with the Transaction Documents; (g) it shall exercise all its rights and/or 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 it shall not, as director of the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation Security Trustee, take 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 (ontbinden) the Existing Indenture and the Club Loan AgreementSecurity Trustee, respectively; and or (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 legal merger (juridische fusie) or legal demerger (juridische splitsing) involving 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)Security Trustee, or (yiii) other arrangements governing to have the terms and conditions under which disbursements may be made by the Plan AdministratorSecurity Trustee converted (conversie) into a foreign entity, 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.or

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably 3.1 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 Joint Lead Managers that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses it will on or be prohibited from taking any action to preserve before the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under Closing Date execute 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 may, without limitation, seek to take, refrain from taking it 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 herein, the Consenting Creditors may, by Special Majority Consent, terminate execution and delivery of this Agreement as to HSBC-HK without further obligation hereunder on and the part of HSBC-HKAgency Agreement (together the Agreements) and (ii) any value added tax payable in connection with the commission or other amounts payable or allowed under this Agreement and otherwise in connection with the transactions envisaged by this Agreement; (c) in additionit will not, 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 may be could have a material adverse effect on the marketability of the Notes, unless the Issuer is required to make any such announcement under applicable law, regulation, listing requirement or order from a court or pursuant to an administrative demand or request of a Chapter 11 Planregulatory agency having competent jurisdiction over the Issuer, in which case the Issuer shall use its best endeavours to notify and consult with the Joint Lead Managers in advance; (d) it will deliver to CFG Peru taking all corporate governance actions consistent the Joint Lead Managers, without charge, on the date of this Agreement (or as soon as reasonably practicable thereafter), 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 of the Issuer; (e) it will not make any amendment or supplement to the Prospectus without the prior consent of the Joint Lead Managers (such consent not to be unreasonably withheld or delayed), unless the Issuer is required to make any such amendment or supplement to the Prospectus under applicable law, regulation, listing requirement or order from a court or pursuant to an administrative demand or request of a regulatory agency having competent jurisdiction over the Issuer, in which case the Issuer shall use its best endeavours to notify and consult with Peruvian the Joint Lead Managers in advance; (f) so long as any of the Notes remains outstanding, the Issuer will furnish to ABN AMRO, and Singapore law to make:each other Joint Lead Manager who may so request in writing, copies of each document filed by the Issuer with the Commission de Surveillance du Secteur Financier (the CSSF), and copies of financial statements and other periodic reports that the Issuer may furnish generally to holders of its debt securities; (g) it will use the net proceeds received by it from the issue of the Notes in the manner specified in the Prospectus; (h) it will ensure that proceeds raised in connection with the issue of the Notes will not directly or indirectly be lent, contributed or otherwise made available to any person or entity (whether or not related to the Issuer) for the purpose of financing the activities of any person or for the benefit of any country currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC); and (i) an Interim Distribution that is not less than US$75 million it will use all reasonable endeavours to procure the delivery of a certificate of approval by the CSSF to the Notes Trustee competent authority in The Netherlands and will promptly notify the Club Loan Agent in accordance with Joint Lead Managers following receipt by the Agreed Participation (without, for the avoidance Issuer 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 confirmation 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 certificate 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 hereinapproval has been so delivered. 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 3.1 Subject to Clause 4.23.3 and provided that: (i) the terms set out in the Term Sheet are in all material respects reflected in the terms of each of the Cayman Scheme and the HK Scheme; (ii) no terms of either the Cayman Scheme or the HK Scheme are in any material respect inconsistent with the terms set out in the Term Sheet; and (iii) the terms of each of the Cayman Scheme and the HK Scheme (other than terms which reflect the terms set out in the Term Sheet) are: (x) terms which would customarily be included in a Cayman Islands or Hong Kong (as the case may be) scheme of arrangement of a nature similar to that of the Cayman Scheme and the HK Scheme; or (y) terms which are no less favourable to the Consenting Creditor than the terms referred to in (x) above, each and further provided that the Cooperation Agreements have been terminated, the Consenting Creditor irrevocably undertakes in favour of each other the Issuer and the Subsidiary Guarantors that it shall (or, as applicable, will procure that a duly authorised representative, proxy or nominee will), solely in its capacity as a holder of the Convertible Note, upon receipt by the Consenting Creditor that, subject to of a written request from the terms, conditions and limitations set forth herein, it will comply with Issuer reasonably in advance of the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreementaction requested: (a) no Consenting Creditor shall be required to waive any Defenses attend the Cayman Scheme Meeting and the HK Scheme Meeting either in person or be prohibited from taking any action to preserve the validity, existence or priority of any by proxy; and (b) exercise all of its voting rights and Claims (including seeking acceptance whether by way of any Claims for feesproviding voting instructions to a proxy, costs and expenses under the Existing Finance Documentation as Accepted Claimsinstructing a representative to vote in person, or otherwise) against any obligor attributable to such principal amount of the Club Loans and/or Notes Convertible Note in which it holds a direct or beneficial interest as principal at the Record Time in favour of approving the Cayman Scheme and the HK Scheme. 3.2 Subject to Clause 3.3 and provided that: (i) the terms set out in the Term Sheet are in all material respects reflected in the terms of each of the Cayman Scheme and the HK Scheme; (ii) no terms of either the Cayman Scheme or the HK Scheme are in any material respect inconsistent with the terms set out in the Term Sheet; and (iii) the terms of each of the Cayman Scheme and the HK Scheme (other than terms which reflect the terms set out in the Term Sheet) are: (x) terms which would customarily be included in a Cayman Islands or Hong Kong (as the case may be)) scheme of arrangement of a nature similar to that of the Cayman Scheme and the HK Scheme; or (y) terms which are no less favourable to the Consenting Creditor than the terms referred to in (x) above, and further provided that the Cooperation Agreements have been terminated, the Consenting Creditor irrevocably undertakes in favour of the Issuer and the Subsidiary Guarantors that it shall not, in its capacity as a holder of the Convertible Note: (a) object to or challenge the Cayman Scheme, the HK Scheme or any application to the Cayman Court or the High Court in respect thereof or otherwise commence any proceeding(s) to oppose or alter any Scheme Document filed by the Issuer and/or the Subsidiary Guarantors in connection with the confirmation of the Restructuring; (b) HSBC-take, encourage, assist or support (or procure that any other person takes, encourages, assists or supports) any action for the purpose of frustrating, delaying, impeding or preventing the Cayman Scheme, the HK mayScheme or the Restructuring, including (without limitation): (i) proposing or supporting any alternative proposal or offer from any person or entity (other than the Issuer) in respect of the Restructuring which is materially inconsistent with the terms set out in the Term Sheet; or (ii) voting (or directing any proxy appointed by it to vote) the Convertible Note in which it holds a direct or beneficial interest as principal against the Cayman Scheme, the HK Scheme or in favour of any amendment, waiver, consent or proposal that is materially inconsistent with the terms set out in the Term Sheet; or (iii) transfer or agree to transfer any Convertible Note in which the Consenting Creditor has a direct or beneficial interest as principal (including, without limitation, seek to take, refrain from taking any Convertible Note purchased or cause to be taken or not taken any action it deems necessary or desirable otherwise acquired by the Consenting Creditor after the date of this Agreement) unless the transferee(s) provide(s) similar undertakings set out in its sole discretion this Agreement in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation favour 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 Issuer 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 IndentureSubsidiary Guarantors. 4.2 3.3 Nothing in this Agreement shall require any the 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 samewould: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided bybe contrary to any Applicable Law; (b) aggregate Backstop Claims result in the Consenting Creditor (or any of all Backstop Parties its Affiliates) incurring any Liability, other than as of the Backstop Deadlineexpressly contemplated by this Agreement; or (c) US$150,000,000give rise, or be reasonably likely to give rise, to any result that is materially adverse to the interest of the Consenting Creditor or any of its Affiliates. 4.7 The Plan Administrator 3.4 Each of the Issuer and the Subsidiary Guarantors undertakes in favour of the Consenting Creditor that it shall (or, as applicable, will procure that a duly authorised representative, proxy or nominee will) perform all actions as are reasonably necessary in order to support, facilitate, implement or otherwise give effect to the Restructuring (provided that such action is consistent in all material respects with the Term Sheet) as soon as reasonably practicable, including (without limitation) to: (a) pay or procure payments of (as defined applicable) the Instruction Fee: (i) in accordance with Clause 4 (Instruction Fee); and (ii) in immediately available funds free and clear of and without any deduction or withholding for or on account of Tax unless it is required to make such a deduction or withholding, in which case 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, Instruction Fee payable shall be acceptable increased to the extent necessary to ensure that the sum net of any deduction or withholding received by the Consenting Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable is equal to the Creditor Plan Proponent unless the Plan Administrator sum which it would have received had no such deduction or such other party withholding been made 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 required 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.made;

Undertakings. 4.1 Subject 10.1 From the Closing Date and until the Note and all other Liabilities shall have been paid in full, WTC shall at all times maintain (i) its existence in good standing under the laws of Delaware and the United States, (ii) its status as a citizen of the United States, as provided in Section 9.1 of this Agreement and (iii) its right to Clause 4.2transact business in Delaware. 10.2 From the Closing Date and until the Note and all other Liabilities shall have been paid in full, 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 AgreementBorrower shall: (a) no Consenting Creditor shall Pay when due all taxes, assessments and other liabilities payable by the Borrower, except as contested in good faith and by appropriate proceedings, provided reserves reasonably deemed appropriate by the Lender, and approved in advance in writing by the Lender such approval not to be required to waive any Defenses or be prohibited from taking any action to preserve the validityunreasonably withheld, 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 been established with respect thereto. (b) HSBC-HK mayGive prompt written notice to the Lender, without limitationin form and detail satisfactory to the Lender, seek of any litigation or governmental proceeding pending or, to takeits knowledge, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in threatened against 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;Borrower. (c) in additionUntil the Lender has been paid all Liabilities under the Loan Documents, the Consenting Creditors who are members Borrower shall not without prior written consent of Lender amend, modify, consent to any change in any of the Ad Hoc Group agree to use reasonable efforts to seek the approval terms or otherwise alter any of the Bankruptcy Court Transaction Documents (other than Rent payable in respect of the DC-9 Aircraft which may be pursuant Borrower causes Lessee to a Chapter 11 Plan) pay in order 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 retain quiet enjoyment to the Notes Trustee and the Club Loan Agent DC-9 Aircraft in accordance with the Agreed Participation (without, for second paragraph 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, 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 Repayment Schedule 11 (HSBC-HK Agreementattached hereto). 4.4 The Consenting Creditors hereby agree that (d) From time to time, upon written request of the Schedule Lender, promptly and duly execute and deliver any and all such further instruments and documents as the Lender may reasonably require (and provide in execution form) in order to obtain the full benefits of Excluded Parties (the Lien created or intended to be created under the Security Agreement, as defined in the Solicitation Plan) shall include well as all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything to other obligations of the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor Borrower under the Restructuring Loan Documents and the other rights and powers herein granted. Upon the instructions from time to time of the Lender, the Borrower shall not extend execute and cause to such parties, except be filed any financing statements (and any continuation statement 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 Planfinancing statement), or any other party who would be authorized similar document or mortgage relating to act on behalf this Agreement or the Lien of the Plan Debtors Security Agreement, or their successor entities any other document or filing presented to it in connection with implementation proper form for signing or filing as the Lender may reasonably deem necessary or desirable in light of the Chapter 11 Plan, Borrower's obligations under the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan)Loan Documents, and the Plan Administrator Borrower shall pay or such cause to be paid any filing or other party or parties fees in connection therewith. The Borrower shall not be considered acceptable extinguish any Liens in favor of the Prior Lender with respect to the Creditor Plan Proponent unless Mortgaged Property on or prior to the Plan Administrator Closing Date or such other party or parties, concurrently with the availability of the Commitment on the Closing Date. (e) The Borrower shall take all actions as are required to keep representations and warranties applicable to it in Paragraph 9.1 (except in the case may beof subparagraph (e) if the location of such office shall change, have agreed Borrower shall provide the Lender with written notice of such change within ten days' thereof), true and correct, in all material respects (but without regard to when such representation or warranties were made or are expressed to be effective), until such times as all of the Liabilities to the terms of Lender shall have been paid in full. (xf) 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 Immediately after the Restructuring Effective Date)occurrence of an Event of Default becomes actually known to any officer of the Borrower, or (y) other arrangements governing the terms Borrower shall deliver to Lender a notice of such Event of Default and conditions under which disbursements may be made by the Plan Administrator, such other parties and/or the Plan Debtors (including any nature and all expenditures for counsel or other advisors), in each case, which shall be satisfactory to the Creditor Plan Proponents, in their sole discretionstatus thereof.

Undertakings. 4.1 Subject 2.1 In consideration of the Company making Confidential Information available to Clause 4.2the Counterparty and agreeing to enter into discussions with the Counterparty in relation to the Proposed Transaction, the Counterparty undertakes to the Company and each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor Group Company that, subject to the terms, conditions and limitations set forth hereinsave as permitted by this Agreement, it will comply with and will procure that each of its Associates (including the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakingsemployees, agents and representatives of the Counterparty and its Associates to whom Confidential Information is disclosed) provided that, notwithstanding any other provision in this Agreementwill: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve keep the validity, existence or priority of Confidential Information secret and confidential and not disclose any of its rights and Claims (including seeking acceptance of it to 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)person other than individuals listed in sub-clause 3.2; (b) HSBC-HK may, without limitation, seek take all reasonable precautions to take, refrain from taking or cause maintain the confidentiality of all Confidential Information (including for the avoidance of doubt using no lesser security measures and degree of care than the Counterparty applies 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-HKown Confidential Information); (c) not directly or indirectly disclose (or allow to be disclosed), in additionwhole or in part, or make Copies of, or sell, trade or publish any Confidential Information to any person unless permitted by this Agreement or as otherwise reasonably required for the Consenting Creditors who are members Permitted Purpose and as permitted under sub-clause 4.1; (d) not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business unless permitted by this Agreement or as otherwise reasonably required for the Ad Hoc Permitted Purpose; (e) not use or exploit any Confidential Information for any purpose other than for the Permitted Purpose; and (f) not make, or procure another person to make, an announcement in respect of Confidential Information unless permitted by this Agreement. 2.2 The Counterparty undertakes to inform the Company promptly upon becoming aware, or suspecting, that Confidential Information has been disclosed to an unauthorised person. 2.3 The Counterparty further undertakes to the Company and each Group agree Company that it shall inform each person to use reasonable efforts whom Confidential Information is to seek the approval of the Bankruptcy Court (which may be disclosed pursuant to this Agreement that it is confidential and procure that such persons comply with this Agreement as if they were a Chapter 11 Plan) party 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 it. 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 all times, the Counterparty will be applied in accordance responsible for such persons’ compliance 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 obligations set out in Schedule 11 (HSBC-HK this 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 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 CBC and the 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 shall be required to waive any Defenses or be prohibited only resign 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 position as Accepted Claims) against any obligor director of the Club Loans and/or Notes (CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the case may be)Security Trustee, after consultation with the Secured Parties, other than the Covered Bondholders, has been contracted to act as successor director of the CBC subject to Rating Agency Confirmation; (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 the CBC shall undertake no other business except as provided for in the Adversary Proceedings, provided that if HSBC-HK takes Transaction Documents until the CBC no longer has any such action that adversely affects implementation actual or contingent liabilities under any 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-HKTransaction Documents and any Covered Bonds; (c) it shall manage the affairs of the CBC in additionaccordance with proper and prudent Dutch business practice and in accordance with its articles of association and in accordance with the requirements of Dutch law and Dutch accounting practice 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 third parties; (d) it shall continue to be the sole director of the CBC; (e) it shall as director of the CBC not (i) agree to any alteration of any agreement including, but not limited to, the Consenting Creditors who are members Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Ad Hoc Group agree Security Trustee and without notification to use reasonable efforts to seek the approval Rating Agencies and in accordance with any other requirements in any of the Bankruptcy Court Transaction Documents; (f) it and the CBC shall refrain from any action detrimental to any of its obligations under the Transaction Documents; (g) it shall exercise all its rights and/or powers by virtue of being director of the CBC in compliance with the Transaction (h) it shall procure that the CBC shall 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 as director of the CBC not engage external advisers without the prior written consent of the Security Trustee, which consent shall be presumed to have been given if the Security Trustee will not have replied within five (5) Business Days from the date of the written request from the CBC; (j) it shall not, as director of the CBC, novate or amend this Agreement without the prior written consent of the Security Trustee; (k) it shall as director of the CBC not take action (i) to dissolve the CBC, or (ii) to enter into a legal merger or legal demerger involving the CBC, or (iii) to have the CBC converted into a foreign entity, or (iv) to have the CBC request the court to grant a suspension of payments, or (v) to have the CBC declared bankrupt, without the prior written consent of the Security Trustee; (l) the CBC shall continue to comply with the applicable provisions of the CRR and the Wft and with the provisions of all applicable decrees, rules, regulations and statements of policy of the relevant authority or authorities in the Netherlands, issued pursuant to or in connection with the CRR and the Wft; (m) it shall procure that is not less than US$75 million to the Notes Security Trustee 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 for the winding up, liquidation or bankruptcy of the CBC or of any steps or proceedings being taken against the CBC for the enforcement of any debt or obligation and in particular that the Security Trustee is notified in writing within two (2) calendar days of any summons to attend court hearings on a petition for bankruptcy being served on (n) the CBC shall not engage employees and shall not enter into any agreement with respect to the rendering of services to the CBC, except as provided for in the Transaction Documents; (o) it shall procure that the Security Trustee 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; (p) it shall continue to comply with the Agreed Participation (without, requirements of Netherlands law regarding services as provided 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 this Agreement, respectivelyincluding the Dutch Act on the Supervision of Trust Offices as amended from time to time; (q) the CBC shall hold itself as a separate entity and conduct its business in its own name; (r) the CBC shall use separate stationary, invoices and checks; and (iis) it shall procure that Stichting Holding will after the SFR Distribution to adoption and approval 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 takeCBC's annual accounts, 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 each calendar year resolve that the Schedule of Excluded Parties (as defined in the Solicitation Plan) CBC 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)), pay out 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.profit amount resulting from item

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor 3.1 The Parties hereby agree that, subject immediately following receipt of legal title to the termsTransferred Shares by the Foundation, conditions and limitations set forth hereinthey shall take all actions necessary, it will comply with including the Consenting Creditors’ undertakings as set forth exercise of all voting rights in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision respect of their shares 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 CTH and the Club Loan Agent in accordance with the Agreed Participation (withoutpassing of all necessary resolutions of shareholders of CTH, 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 samecause: (a) the Backstop Claims existing B Directors of that Backstop Party as of the Backstop Deadline; divided byCTH to be removed; (b) aggregate Backstop Claims the existing memorandum and articles of all Backstop Parties as association of CTH to be amended and restated (the Backstop Deadline; "Amendment and Restatement") in their entirety to comprise the amended and restated memorandum and articles of association set forth in Annex B (the “Amended and Restated Memorandum and Articles”); (c) US$150,000,000pursuant to the Amended and Restated Memorandum and Articles, the number of shares that CTH shall be authorised to issue to be changed from 49 A Shares of no par value and 51 B Shares of no par value to 49 A Shares of no par value, 17 B Shares of no par value, 17 C Shares of no par value ("C Shares") and 17 D Shares of no par value ("D Shares"); and (d) simultaneously with the Amendment and Restatement having effect, CTH to (i) repurchase 17 issued B Shares of CTH held by the Foundation in consideration for the issuance to the Foundation of 17 C Shares and (ii) repurchase 17 issued B Shares of CTH held by Operational Technology Foundation in consideration for the issuance to Operational Technology Foundation of 17 D Shares, and each hereby waives, in connection with the foregoing, (i) the provisions of Regulation 15 of the existing memorandum and articles of association of CTH and the provisions of Regulation 11 of the Amended and Restated Memorandum and Articles and (ii) any notice requirements set forth in the existing memorandum and articles of association of CTH or the Amended and Restated Memorandum and Articles 3.2 To the extent required under the Constitutional Documents to ensure that the Depositary Receipts held by the Company represent C Shares, the Foundation agrees that following the repurchase of the Transferred Shares by CTH and the issuance of C Shares to the Foundation as described in Section 3.1(d), the Company shall transfer to the Foundation the Depositary Receipts received pursuant to Section 2.2 in exchange for the issuance of Depositary Receipts representing such C Shares to the Company. 4.7 3.3 The Plan Administrator Parties hereby agree that, immediately following (i) receipt of legal title to the Transferred Shares by the Foundation and (ii) the issuance of the C Shares and D Shares as referred to in Section 3.1(d), they shall take all actions necessary, including the exercise of all voting rights in respect of their shares in CTH and the passing of all necessary resolutions of shareholders of CTH, to cause the directors of CTH to be removed in accordance with Section 3.1(a) and to be replaced with a new B Director, C Director and D Director (each as defined in the Solicitation PlanAmended and Restated Memorandum and Articles), or any other party who would be authorized to act on behalf of in accordance with the Plan Debtors or their successor entities Amended and Restated Memorandum and Articles and that each Party hereby waives, in connection with implementation the foregoing, any notice requirements set forth in the existing memorandum and articles of association of CTH or the Chapter 11 PlanAmended and Restated Memorandum and Articles. 3.4 The Parties hereby agree that, the Court Supervised Arrangement or any Restructuring, shall be acceptable promptly following receipt of legal title to the Creditor Plan Proponents (as defined Transferred Shares by the Foundation, they shall take all actions necessary, including the exercise of all voting rights in respect of their shares in CTH and the Solicitation Plan)passing of all necessary resolutions of shareholders of CTH, to procure that CTH's registered agent and registered office are changed to a registered agent and registered office specified by the Company. 3.5 The Parties hereby agree that, promptly following receipt of legal title to the Transferred Shares by the Foundation, they shall take all actions necessary, including the exercise of all voting rights in respect of their shares in CTH and the passing of all necessary resolutions of shareholders of CTH, to cause the CTH to, and the Plan Administrator or such other party or parties shall not be considered acceptable Company separately agrees to, terminate the Shareholders’ Agreement in respect of Cukurova Telecom Holdings Limited dated September 20, 2005, among the Company, CTH and Cukurova Finance International Limited. 3.6 Upon the issuance of the C Shares to the Creditor Plan Proponent unless Foundation, (i) the Plan Administrator or such other party or parties, as Parties shall sign but leave undated a share transfer form setting forth the case may be, have agreed transfer of the C Shares from the Foundation to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected Company, to be made held in safe keeping by the Plan Debtors, whether expressly provided for under Foundation and (ii) the Restructuring Documents or otherwise, for Foundation shall destroy the periods prior share transfer form with respect to and after the Restructuring Effective Date), or (y) other arrangements governing Transferred Shares it held pursuant to Section 2.4. The Parties agree that 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 Foundation shall be satisfactory permitted to date the share transfer form and cause the Transferred Shares to be transferred to the Creditor Plan Proponents, Company only in their sole discretionthe event that the Foundation is seeking to terminate the administration pursuant to Article 7.3 of the Administrative Conditions.

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 1.1 In consideration of SuperGen agreeing to Clause 4.2acquire the entire issued and to be issued share capital of the Company (the “Acquisition”) by way of a scheme of arrangement under section 895 of the Companies ▇▇▇ ▇▇▇▇ (the “Scheme”), each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, on the terms and subject to the terms, conditions and limitations set forth herein, it will comply of a scheme circular to be produced in connection with the Consenting Creditors’ undertakings Acquisition containing terms and conditions set out at Appendix 2 of the implementation agreement dated 2011 between SuperGen and the Company (the “Implementation Agreement”), with capitalized terms not otherwise defined herein having the meanings given to such terms in the Implementation Agreement we, the undersigned, hereby irrevocably and unconditionally (save as set forth in Schedule 3 specified below) warrant with respect to paragraph (Consenting Creditors’ undertakingsa) provided and undertake with respect to paragraphs (b) to (d) below to and confirm and agree with SuperGen, with effect from the date of this undertaking, that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required [ ] (the “Shareholder”) is the beneficial owner (and unless otherwise specified in the schedule to waive any Defenses or be prohibited from taking any action this undertaking is also the registered holder and to preserve the validityextent that the Shareholder is not the registered holder the Shareholder will (so far as the Shareholder is able) procure compliance by such registered holder(s) with the terms of this undertaking), 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 number of shares in the capital of the Company (as the case may be“Shares”) specified in paragraph 1 of the schedule to this undertaking (the “Committed Shares”) (which expression shall include any other Shares acquired or purchased by the undersigned after the date of this undertaking or any other shares or interests attributable to or derived from such Committed Shares); (b) HSBC-HK maythe Shareholder shall exercise, without limitationor (so far as it is able in relation to shares of which it is the beneficial owner but not the registered owner (“Beneficial Owned Shares”)) procure the exercise of, seek all voting rights attaching to takethe Committed Shares to vote in favour of all resolutions to approve the Scheme, refrain from taking and any related matters, proposed at any general or cause class meeting (the “General Meeting”) and the Court convened meetings (the “Court Meetings”) of the Company to be taken convened and held in connection with the Scheme, or not taken at any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes adjournment of 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-HKmeeting; (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 Shareholder 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)execute, or (yso far as it is able in relation to Beneficial Owned Shares) other arrangements governing procure the execution of, any forms of proxy in respect of the Committed Shares required by SuperGen appointing any person nominated by SuperGen to attend and vote at any General Meeting or Court Meeting in respect of the resolutions to approve the Scheme, and any related matters, and shall ensure that any such executed forms of proxy are received by Astex not later than 3.00 p.m. on the fifth business day (being any day which is not a Saturday, Sunday, a bank holiday or a public holiday in England and Wales (a “Business Day”)) after receipt by the Shareholder of the formal document setting out the terms and conditions under which disbursements may be made by of the Plan AdministratorScheme (the “Scheme Document”); (d) the Shareholder shall not revoke, such other parties and/or or procure the Plan Debtors (including revocation of, the terms of any and all expenditures for counsel or other advisorsproxy submitted in accordance with sub-paragraph 1.1(c), other than by attendance at any General Meeting or Court Meeting where the Shareholder votes in each casefavour of the Scheme in accordance with this undertaking; 1.2 In the event the Shareholder does acquire or purchase any Shares, which after the execution of this undertaking such Shares, shall be satisfactory deemed to be included in the Creditor Plan Proponents, in their sole discretiondefinition of “Committed Shares”.

Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably 3.1 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 Joint Lead Managers that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses it will on or be prohibited from taking any action to preserve before the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under Closing Date execute the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be)First Supplemental Agency Agreement; (b) HSBC-HK may, without limitation, seek to take, refrain from taking it 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 herein, the Consenting Creditors may, by Special Majority Consent, terminate execution and delivery of this Agreement as to HSBC-HK without further obligation hereunder on and the part of HSBC-HKFirst Supplemental Agency Agreement (together the Agreements) and (ii) any value added tax payable in connection with the commission or other amounts payable or allowed under this Agreement and otherwise in connection with the transactions envisaged by this Agreement; (c) in additionit will not, 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 may be could have a material adverse effect on the marketability of the Notes, unless the Issuer is required to make any such announcement under applicable law, regulation, listing requirement or order from a court or pursuant to an administrative demand or request of a Chapter 11 Planregulatory agency having competent jurisdiction over the Issuer, in which case the Issuer shall use its best endeavours to notify and consult with the Joint Lead Managers in advance; (d) it will deliver to CFG Peru taking all corporate governance actions consistent the Joint Lead Managers, without charge, on the date of this Agreement (or as soon as reasonably practicable thereafter), 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 of the Issuer; (e) it will not make any amendment or supplement to the Prospectus without the prior consent of the Joint Lead Managers (such consent not to be unreasonably withheld or delayed), unless the Issuer is required to make any such amendment or supplement to the Prospectus under applicable law, regulation, listing requirement or order from a court or pursuant to an administrative demand or request of a regulatory agency having competent jurisdiction over the Issuer, in which case the Issuer shall use its best endeavours to notify and consult with Peruvian the Joint Lead Managers in advance; (f) so long as any of the Notes remains outstanding, the Issuer will furnish to ML, and Singapore law to make:each other Joint Lead Manager who may so request in writing, copies of each document filed by the Issuer with the Commission de Surveillance du Secteur Financier (the CSSF) or Euronext Amsterdam by NYSE Euronext (Euronext Amsterdam), and copies of financial statements and other periodic reports that the Issuer may furnish generally to holders of its debt securities; (g) it will use the net proceeds received by it from the issue of the Notes in the manner specified in the Prospectus; (h) it will ensure that proceeds raised in connection with the issue of the Notes will not directly or indirectly be lent, contributed or otherwise made available to any person or entity (whether or not related to the Issuer) for the purpose of financing the activities of any person or for the benefit of any country currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC); and (i) an Interim Distribution that is not less than US$75 million it will use all reasonable endeavours to procure the delivery of a certificate of approval by the CSSF to the Notes Trustee competent authority in The Netherlands and will promptly notify the Club Loan Agent in accordance with Joint Lead Managers following receipt by the Agreed Participation (without, for the avoidance Issuer 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 confirmation 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 certificate 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 hereinapproval has been so delivered. 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 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 CBC and the 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 shall be required to waive any Defenses or be prohibited only resign 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 position as Accepted Claims) against any obligor director of the Club Loans and/or Notes (CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the case may be)Security Trustee, after consultation with the Secured Creditors, other than the Covered Bondholders, has been contracted to act as director of the CBC subject to Rating Agency Confirmation; (b) HSBC-HK maythe CBC shall undertake no other business, 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 except as provided for in the Adversary ProceedingsTransaction Documents, provided that if HSBC-HK takes until the CBC no longer has any such action that adversely affects implementation actual or contingent liabilities under any 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-HKTransaction Documents and any Covered Bonds; (c) it shall manage the affairs of the CBC in additionaccordance with proper and prudent Dutch business practice and in accordance with the requirements of Dutch law and Dutch accounting practice with the same care it exercises or would exercise the administration of similar matters whether held for its own account or for the account of third parties; (d) it shall continue to be the sole director of the CBC; (e) it shall as director of the CBC not (i) agree to any alteration of any agreement including, but not limited to, the Consenting Creditors who are members Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Ad Hoc Group agree Security Trustee and subject to use reasonable efforts to seek the approval Rating Agency Confirmation and in accordance with any other requirements in any of the Bankruptcy Court Transaction Documents; (f) it and the CBC shall refrain from taking any action detrimental to the CBC's rights and obligations under or in connection with the Transaction Documents; (g) it shall exercise all its rights and/or powers as director of the CBC in compliance with the Transaction Documents; (h) it shall procure that the CBC 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 it shall not, as director of the CBC, engage external advisers without the prior written consent of the Security Trustee, which consent shall not less than US$75 million be unreasonably withheld and which consent shall be presumed to have been given if the Notes Security Trustee and will not have replied within five (5) Business Days from the Club Loan Agent in accordance with date of the Agreed Participation written request from the CBC; (withoutj) it shall not, for as director of the avoidance CBC, novate or amend this Agreement without the prior written consent of doubtthe Security Trustee; (k) it shall not, any Indebtedness being reduced on account as director of any Interim Distributions or SFR Distributions that have not occurred at that timethe CBC, take action (i) to be applied in accordance with dissolve (ontbinden) the Existing Indenture and the Club Loan AgreementCBC, respectively; and or (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 legal merger (juridische fusie) or legal demerger (juridische splitsing) involving 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) heretoCBC, 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 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 4.2, 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 1 March 2006 (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 At any time and until the Pledge will have been finally discharged in accordance with Clause 4.2, each Consenting Creditor irrevocably undertakes in favour 8 (Discharge of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with Pledge) the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this AgreementPledgor: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve will procure that 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 Shares will at all times represent 75% + 1 of the Club Loans and/or Notes (as voting rights attached to all shares of the case may be)Company;. (b) HSBC-HK may, not allow that additional shares are created unless such shares are subscribed to at fair market value. (c) undertakes not to create or permit the existence of any security interest in respect of the Shares or any part thereof (unless ranking behind the Pledge and except for the first ranking pledge granted by the Pledgor to ING BANK under the First Ranking Share Pledge Agreement) without limitation, seek to take, refrain from taking the prior written consent of the Pledgee. (d) shall procure that no executory seizure ("uitvoerend beslag" / "saisie exécutoire") will be made on the Shares and that any conservatory seizure ("bewarend beslag" / "saisie conservatoire") thereon will be lifted within 90 days of it first being made. (e) will cooperate with the Beneficiary and sign or cause to be taken or not taken any signed all such further documents and take all such further action it deems necessary or desirable in its sole discretion in as the Adversary ProceedingsBeneficiary may from time to time reasonably request to create, provided that if HSBC-HK takes any such action that adversely affects implementation perfect and protect the Pledge and to carry out the provisions and purposes 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;Agreement. (cf) in additionwill not take any initiative, 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 adopt 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 resolutions to dissolve the Chapter 11 Proceedings in respect thereofCompany, and defend (and procure the Company to defend) any third claims seeking to obtain the dissolution of the Company. 4.6 As soon as reasonably practicable following (g) shall procure that (i) the Backstop Deadline, Shares remain free and clear of any security interest save for the Information Agent shall calculate provisions of the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed first ranking pledge granted by the Club Loan Agent and Pledgor to ING Bank under the Notes Trustee orFirst Ranking Share Pledge Agreement (ii) that there are no limitations, in whether pursuant to the alternativeArticles or to any agreement, by to the Majority Backstop Parties transferability of the applicable Senior Claims as Pledged Assets or to the exercise of the Backstop Deadlinevoting rights attached to the Shares (iii) immediately following that the Backstop Deadline on the following basis Shares are not certificated and notify each Backstop Party (iv) that there is no cause for suspension 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 voting rights attached 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 discretionShares.

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 CBC and the 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 shall be required to waive any Defenses or be prohibited only resign 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 position as Accepted Claims) against any obligor director of the Club Loans and/or Notes (CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the case may be)Security Trustee, after consultation with the Secured Parties, other than the Covered Bondholders, has been contracted to act as successor director of the CBC subject to Rating Agency Confirmation; (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 the CBC shall undertake no other business except as provided for in the Adversary Proceedings, provided that if HSBC-HK takes Transaction Documents until the CBC no longer has any such action that adversely affects implementation actual or contingent liabilities under any 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-HKTransaction Documents and any Covered Bonds; (c) it shall manage the affairs of the CBC in additionaccordance with proper and prudent Dutch business practice and in accordance with its articles of association and in accordance with the requirements of Dutch law and Dutch accounting practice 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 third parties; (d) it shall continue to be the sole director of the CBC; (e) it shall as director of the CBC not (i) agree to any alteration of any agreement including, but not limited to, the Consenting Creditors who are members Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Ad Hoc Group agree Security Trustee and without notification to use reasonable efforts to seek the approval Rating Agencies and in accordance with any other requirements in any of the Bankruptcy Court Transaction Documents; (f) it and the CBC shall refrain from any action detrimental to any of its obligations under the Transaction Documents; (g) it shall exercise all its rights and/or powers by virtue of being director of the CBC in compliance with the Transaction Documents; (h) it shall procure that the CBC shall 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 as director of the CBC not engage external advisers without the prior written consent of the Security Trustee, which consent shall be presumed to have been given if the Security Trustee will not have replied within five (5) Business Days from the date of the written request from the CBC; (j) it shall not, as director of the CBC, novate or amend this Agreement without the prior written consent of the Security Trustee; (k) it shall as director of the CBC not take action (i) to dissolve the CBC, or (ii) to enter into a legal merger or legal demerger involving the CBC, or (iii) to have the CBC converted into a foreign entity, or (iv) to have the CBC request the court to grant a suspension of payments, or (v) to have the CBC declared bankrupt, without the prior written consent of the Security Trustee; (l) the CBC shall continue to comply with the applicable provisions of the CRR and the Wft and with the provisions of all applicable decrees, rules, regulations and statements of policy of the relevant authority or authorities in the Netherlands, issued pursuant to or in connection with the CRR and the Wft; (m) it shall procure that is not less than US$75 million to the Notes Security Trustee 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 for the winding up, liquidation or bankruptcy of the CBC or of any steps or proceedings being taken against the CBC for the enforcement of any debt or obligation and in particular that the Security Trustee is 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 CBC; (n) the CBC shall not engage employees and shall not enter into any agreement with respect to the rendering of services to the CBC, except as provided for in the Transaction Documents; (o) it shall procure that the Security Trustee 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; (p) it shall continue to comply with the Agreed Participation (without, requirements of Netherlands law regarding services as provided 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 this Agreement, respectivelyincluding the Dutch Act on the Supervision of Trust Offices as amended from time to time; (q) the CBC shall hold itself as a separate entity and conduct its business in its own name; (r) the CBC shall use separate stationary, invoices and checks; and (iis) it shall procure that Stichting Holding will after the SFR Distribution to adoption and approval 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 takeCBC's annual accounts, 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 each calendar year resolve that the Schedule of Excluded Parties (as defined in the Solicitation Plan) CBC 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)), pay out 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.profit amount resulting from item