Common use of Advisers Clause in Contracts

Advisers. (a) Following consultation with (or at the request of) the Borrower and with the prior approval of the Majority Lenders, the COFACE Agent may: (i) to the extent it reasonably determines necessary, appoint additional advisers to act on behalf of the Finance Parties in relation to the Facility (provided that the Borrower has given its prior approval with respect to the amount of fees payable to any such additional adviser); and (ii) if any Adviser resigns or its appointment otherwise ceases or is terminated, appoint a replacement Adviser if it reasonably determines that such replacement is necessary (provided that any fees payable to such replacement Adviser shall be substantially consistent with the fees paid to the resigning or terminated Adviser). (b) The Borrower must pay to the COFACE Agent the amount of all out-of-pocket costs and expenses (including legal fees) reasonably incurred by the COFACE Agent in connection with any appointment under this Clause. (c) If the Majority Lenders are unable to agree on the appointment of a replacement Adviser within 10 days of notification to them by the COFACE Agent of alternative advisers, the COFACE Agent may appoint any replacement Adviser as it thinks fit. (d) The Borrower must co-operate in good faith with each Adviser. If the Borrower is required to supply any information to the COFACE Agent under this Agreement and the COFACE Agent so requests, the Borrower must supply a copy of that information to each Adviser. (e) Subject to paragraph (a) above and Clause 18.5 (Limitation on reimbursement of advisers’ fees), the Borrower must pay to the COFACE Agent the amount of all fees, costs and expenses (including any value added tax) payable by the COFACE Agent to any Adviser.

Advisers. (a) Following consultation with (If the Technical Adviser, the Insurance Adviser, the Lenders' Legal Advisers, the Model Adviser or at the request of) Market Adviser resigns or its appointment otherwise ceases or is terminated, the Borrower and with Senior Agent may appoint a replacement Adviser substantially under the prior approval same scope of work as that of the Majority Lenders, the COFACE Agent may:replaced Adviser. (ib) to the extent it reasonably determines necessary, The Senior Agent may appoint additional advisers to act on behalf of the Finance Parties in relation to the Facility (provided that the Borrower has given its prior approval with respect to the amount of fees payable to any such additional adviser); and (ii) if any Adviser resigns or its appointment otherwise ceases or is terminated, appoint a replacement Adviser if it reasonably determines that such replacement is necessary (provided that any fees payable to such replacement Adviser shall be substantially consistent with the fees paid to the resigning or terminated Adviser)Project. (bc) The Borrower must pay to the COFACE Senior Agent the amount of all out-of-pocket reasonable and documented fees, costs and expenses (including legal feesfees and value added tax) reasonably incurred by the COFACE Senior Agent in connection with any appointment under this Clause. paragraph (ca) If above, provided that (prior to the Majority Lenders are unable to agree on the appointment occurrence of a replacement Adviser within 10 days Relevant Event) such fees, costs and expenses of notification to them the adviser have been approved in advance by the COFACE Agent Borrower (acting reasonably) and the Borrower has been informed in advance of alternative advisers, the COFACE Agent may appoint any replacement Adviser as it thinks fitidentity of the adviser. (d) The Borrower must pay to the Senior Agent the amount of all reasonable and documented fees, costs and expenses (including legal fees and value added tax) reasonably incurred by the Senior Agent in connection with any appointment under paragraph (b) above, provided that (prior to the occurrence of a Relevant Event) such fees, costs and expenses of the adviser have been approved in advance by the Borrower (acting reasonably) and the Borrower has been informed in advance of the identity of the adviser. (e) The Borrower must co-operate in good faith with each Adviser. If the Borrower is required to supply any information to the COFACE Senior Agent under this Agreement and the COFACE Senior Agent so requests, the Borrower must promptly supply a copy of that information to each Adviser. (ef) Subject to paragraph (a) above and Clause 18.5 (Limitation on reimbursement of advisers’ fees), the The Borrower must promptly pay to the COFACE Senior Agent the amount of all reasonable and documented fees, costs and expenses (including any value added taxtax and legal fees) payable by the COFACE Senior Agent to any the Technical Adviser, the Insurance Adviser, the Lenders' Legal Advisers, the Model Adviser and the Market Adviser provided that (prior to the occurrence of a Relevant Event) such fees, costs and expenses of the adviser have been approved in advance by the Borrower (acting reasonably).

Advisers. (a) Following consultation with Subject to sub-clause (or at the request ofb) the Borrower and with the prior approval of the Majority Lendersbelow, the COFACE Senior Agent may: (i) to the extent it reasonably determines necessary, appoint additional advisers to act on behalf of the Senior Finance Parties in relation to the Facility (provided that the Borrower has given its prior approval with respect to the amount of fees payable to any such additional adviser)Project; and (ii) if any Adviser resigns or its appointment otherwise ceases or is terminated, appoint a replacement Adviser if it reasonably determines that such replacement is necessary (provided that any fees payable to such replacement Adviser shall be substantially consistent with the fees paid to the resigning or terminated Adviser). (b) Prior to the appointment of an adviser pursuant to sub-clause (a) above, the Senior Agent is required to: (i) provide to the Borrower a list of three (unless if not possible, then two) Persons acceptable to it as being appointed as an adviser in the subject matter, and (ii) the Borrower will have a reasonable opportunity to discuss with the proposed advisers the terms of their employment. The foregoing shall not apply: (i) if, in the opinion of the Senior Agent, the appointment of any adviser pursuant to sub-clause (a) above is a matter of urgency, (ii) if such appointment is required in connection with circumstances in which the Senior Agent believes that a Default has occurred or is outstanding, or (iii) reasons of confidentiality justify such appointment to be made without the Borrower being involved. (c) Without derogating from the generality of sub-clause (a) above, the Senior Agent shall appoint advisers for the purpose of examining from time to time and at least once every year the effectiveness of the Security Interests granted pursuant to the Security Documents and, to the extent necessary (if requested by any Senior Lender), examining the assets pledged under the Security Documents. (d) Without derogating from sub-clauses (a)-(c), the Borrower must pay to the COFACE Senior Agent the amount of all out-of-pocket costs and expenses (including legal fees) reasonably incurred by the COFACE Senior Agent in connection with any appointment under this Clause. (c) If the Majority Lenders are unable to agree on the appointment of a replacement Adviser within 10 days of notification to them by the COFACE Agent of alternative advisers, the COFACE Agent may appoint any replacement Adviser as it thinks fit. (de) The Borrower must co-operate in good faith with each Adviser. If the Borrower is required to supply any information to the COFACE Senior Agent under this Agreement and the COFACE Senior Agent so requests, the Borrower must supply a copy of that information to each Adviser. (ef) Subject to paragraph (a) above and Clause 18.5 (Limitation on reimbursement of advisers’ fees), the The Borrower must pay to the COFACE Agent the amount of all fees, costs and expenses (including any value added tax) payable by the COFACE Agent to any Adviser.