Common use of APPOINTMENT OF ADVISERS AND EXTERNAL EXPENSES Clause in Contracts

APPOINTMENT OF ADVISERS AND EXTERNAL EXPENSES. 8.1 The Investors agree that certain advisers as set out in the Bid Budget, and such other advisers as the Investors shall agree in writing, shall be engaged (together the "Consortium Advisers"). 8.2 Commercially reasonable efforts shall be used to ensure that each Investor shall be entitled to rely on each of the diligence reports prepared in respect of the Offer, in respect of which either direct reliance on such diligence reports has been granted by each Investor, or indirect reliance has been granted through Bidco. 8.3 If the Offer is not made or does not become effective or unconditional in all respects, each Investor (or, as such Investor may direct, its relevant Affiliate(s)) shall bear: 8.3.1 its Relevant Proportion of the External Expenses; and 8.3.2 its own costs and expenses in relation to the negotiation and execution of this Agreement and the implementation of the Offer (other than External Expenses), including costs in relation to its own legal and other professional advisers (if any). 8.4 If the Offer becomes effective or unconditional in all respects: 8.4.1 to the extent lawful, Bidco (or another member of the Bidco group) shall bear the External Expenses; 8.4.2 unless otherwise agreed in writing between the parties, each Investor (or, as such Investor may direct, its relevant Affiliate(s)) shall bear its own costs and expenses in relation to the negotiation and execution of this Agreement and the implementation of the Offer (other than the External Expenses), including costs in relation to its own legal and other professional advisers (if any); and 8.4.3 each Investor shall pay (or procure that its relevant Affiliate(s) shall pay) the relevant amounts specified in the Bid Budget. 8.5 Notwithstanding any other provision of this clause 8, the Consortium shall not incur any External Expenses which exceed by the percentage specified in the Bid Budget the aggregate amount of External Expenses specified in the Bid Budget, without the prior approval in writing of the Investors (such approval not to be unreasonably withheld or delayed) and, to the extent that any of the External Expenses exceeds the amount provided for in the Bid Budget (or any of the Investors reasonably considers that such expenses are likely to exceed such amount), the Investors shall consult with each other with a view to seeking to mitigate such costs or otherwise agreeing an amendment to the Bid Budget.

APPOINTMENT OF ADVISERS AND EXTERNAL EXPENSES. 8.1 6.1 The Investors agree that certain the following advisers shall be engaged: 6.1.1 Xxxxxxxx and Xxxxx International LLP as set out in legal adviser to BCEP and Bidco; 6.1.2 Xxxxxxxx Xxxxxx LLP as legal adviser to KIRKBI and Xxxxx; 6.1.3 Lazard & Co., Limited as financial adviser to the Bid Budget, Consortium and Bidco (including advising on the Takeover Code); and 6.1.4 such other advisers as the Investors shall agree in writing, shall be engaged (together the "Consortium Advisers"). 8.2 Commercially reasonable efforts shall be used to ensure that each 6.2 Each Investor shall be entitled to rely on each of the diligence reports prepared in respect of the Offer, which will be addressed to Bidco and to the Investors in respect of which either direct reliance on such diligence reports has been granted by each Investor, or indirect reliance has been granted through Bidcothe customary fashion. 8.3 6.3 If the Offer is not made or does not become effective or unconditional in all respects, each Investor (or, as such Investor may direct, its relevant Affiliate(s)) shall bear: 8.3.1 6.3.1 its Relevant Proportion relevant proportion of the External ExpensesExpenses (being 50 per cent. for BCEP, and 50 per cent. for KIRKBI); and 8.3.2 6.3.2 its own costs and expenses in relation to the negotiation and execution of this Agreement and the implementation of the Offer (other than External Expenses), including costs in relation to its own legal and other professional advisers (if any). 8.4 6.4 If the Offer becomes effective or unconditional in all respects: 8.4.1 , to the extent lawful, Bidco (or another member of the Bidco group) shall bear the External Expenses; 8.4.2 unless otherwise agreed in writing between the parties, Expenses and each Investor (or, as such Investor may direct, its relevant Affiliate(s)) shall bear its own Investor’s and CPPIB's costs and expenses and will reimburse the Investors and CPPIB for any External Expenses already paid by them, in either case in relation to the negotiation and execution of this Agreement and the implementation of the Offer (other than the External Expenses), including costs in relation to its own legal and other professional advisers (if any); and 8.4.3 each Investor shall pay (or procure that its relevant Affiliate(s) shall pay) the relevant amounts specified in the Bid BudgetOffer. 8.5 6.5 Notwithstanding any other provision of this clause 86, the Consortium shall not incur any External Expenses which exceed by in excess of 10 per cent. of the percentage specified amount provided in respect of: (a) an individual line item of External Expenses in the Bid Budget Budget; or (b) the aggregate amount of External Expenses specified in the Bid Budget, Budget without the prior approval in writing of the Investors (such approval not to be unreasonably withheld or delayed) and, to the extent that any of the External Expenses exceeds the amount provided for in the Bid Budget (or any of the Investors reasonably considers that such expenses are likely to exceed such amount), the Investors shall consult with each other with a view to seeking to mitigate such costs or otherwise agreeing an amendment to the Bid Budget.

APPOINTMENT OF ADVISERS AND EXTERNAL EXPENSES. 8.1 6.1 Each party acknowledges that the following advisers have been appointed on behalf of Bidco: 6.1.1 Xxxxxxxx Chance LLP as legal adviser; 6.1.2 Buren N.V. as legal adviser; and 6.1.3 VTB Capital as financial adviser (including adviser on the Takeover Code). 6.2 The Investors agree that certain advisers as set out in the Bid Budget, and Lead Investor may appoint such other advisers as it deems necessary or desirable on behalf of Bidco (other than any associate or related party of the Lead Investor, the appointment of which shall require the prior approval in writing of the Investors shall agree in writing, shall (not to be engaged unreasonably withheld or delayed)) (together with the advisers listed in clause 6.1, the "Consortium Advisers")) and each party further acknowledges that the fees of such advisers shall be borne by the Investors in accordance with clause 6.2. 8.2 Commercially reasonable efforts shall be used to ensure that each 6.3 Each Investor shall be entitled to rely on each the advice of the Consortium Advisers and the diligence reports prepared will be addressed to Bidco and to the Investors in respect of the Offer, in respect of which either direct reliance on such diligence reports has been granted by each Investor, or indirect reliance has been granted through Bidcocustomary fashion. 8.3 6.4 If the Offer is not made or does not become effective pursuant to its terms or unconditional in all respects, each Investor (or, as such Investor may direct, its relevant Affiliate(s)) shall bear: 8.3.1 6.4.1 its Relevant Proportion of the External Expenses; and 8.3.2 6.4.2 its own costs and expenses in relation to the negotiation and execution of this Agreement and the implementation of the Offer (other than External Expenses)Transaction, including costs in relation to its own legal and other professional advisers (if any). 8.4 6.5 The Lead Investor shall give notice in writing to the other Investor requiring it to pay its share of the External Expenses as and when any of the External Expenses become due and payable and, in any case, as soon as reasonably practicable after the Transaction being cancelled, withdrawn or suspended or any competitive offer in relation to the Target becoming unconditional in all respects (or, if implemented as a scheme of arrangement, becoming effective pursuant to its terms) (in each case in the reasonable opinion of the Lead Investor). Each Investor shall make such payment in cleared funds for same day value to an account notified to them in writing by the Lead Investor within five Business Days of the date of the notification to pay. 6.6 If the Offer becomes effective in accordance with its terms or is declared unconditional in all respects: 8.4.1 to respects and Bidco acquires the extent lawful, Bidco (or another member of the Bidco group) shall bear the External Expenses; 8.4.2 unless otherwise agreed in writing between the parties, each Investor (or, as such Investor may direct, its relevant Affiliate(s)) shall bear its own costs and expenses in relation to the negotiation and execution of this Agreement and the implementation of the Offer (other than the External Expenses), including costs in relation to its own legal and other professional advisers (if any); and 8.4.3 each Investor shall pay (or procure that its relevant Affiliate(s) shall pay) the relevant amounts specified in the Bid Budget. 8.5 Notwithstanding any other provision of this clause 8, the Consortium shall not incur any External Expenses which exceed by the percentage specified in the Bid Budget the aggregate amount of External Expenses specified in the Bid Budget, without the prior approval in writing of the Investors (such approval not to be unreasonably withheld or delayed) andTarget Shares, to the extent that any of it is lawful, Bidco will assume liability for the External Expenses exceeds the amount provided for in the Bid Budget (or any of and will reimburse the Investors reasonably considers that such expenses are likely to exceed such amount)for any External Expenses paid by them. 7. CONFIDENTIALITY 7.1 For the purpose of this Agreement, the Investors shall consult with each other with a view to seeking to mitigate such costs or otherwise agreeing an amendment to the Bid Budget."Confidential Information" means:

APPOINTMENT OF ADVISERS AND EXTERNAL EXPENSES. 8.1 6.1 The Investors agree that certain the following advisers shall be engaged: 6.1.1 Xxxxxxxx and Xxxxx International LLP as set out legal adviser to iQ, Blackstone, the Consortium and Bidco relating to due diligence investigations in respect of the Bid BudgetTarget Group and relating to the Offer; 6.1.2 Xxxxxxx & Xxxxxxx LLP as legal adviser to Scape Living, APG, the Consortium and Bidco relating to due diligence investigations in respect of the Target Group and relating to the Offer; 6.1.3 Mourant Ozannes LLP and Xxxxx Xxxxx LLP as legal adviser to the Consortium and Bidco in respect of Guernsey and Jersey law matters; and 6.1.4 such other advisers as the Investors shall agree in writing, shall be engaged (together the "“Consortium Advisers"”). 8.2 Commercially reasonable efforts shall be used to ensure that each 6.2 Each Investor shall be entitled to rely on each of the diligence reports prepared by the Consortium Advisers in respect of the Offer, which will be addressed to Bidco and to the Investors in respect the customary fashion, other than, for the avoidance of doubt, the legal due diligence report to be prepared by Xxxxxxx & Xxxxxxx LLP on the Target’s real estate assets to be acquired by Scape Living, unless otherwise agreed among the Investors, which either direct reliance on such diligence reports has been granted by each Investorwill be addressed to, or indirect reliance has been granted through Bidcoand for the benefit of, Scape Living and APG only. 8.3 6.3 If the Offer is not made or does not become effective or unconditional in all respects, unconditional: 6.3.1 each Investor (or, as such Investor may direct, its relevant Affiliate(s)) shall bear: 8.3.1 its Relevant Proportion of bear the External ExpensesExpenses pro rata in the Agreed Proportion; and 8.3.2 6.3.2 each Investor shall bear its own costs and expenses in relation to the negotiation and execution of this Agreement and the implementation of the Offer (other than External respective Excluded Expenses), including costs in relation to its own legal and other professional advisers (if any). 8.4 6.4 If the Offer becomes effective or unconditional in all respectsunconditional: 8.4.1 6.4.1 to the extent lawful, Bidco (or another member of the Bidco group) shall bear the External Expenses; 8.4.2 unless otherwise agreed in writing between Expenses and will reimburse the parties, each Investor (or, as such Investor may direct, its relevant Affiliate(s)) shall bear its own costs and expenses in relation to the negotiation and execution of this Agreement and the implementation of the Offer (other than the Investors for any External Expenses), including costs in relation to its own legal and other professional advisers (if any)Expenses already paid by them; and 8.4.3 6.4.2 each Investor of the Investors shall pay (or procure that its relevant Affiliate(s) shall pay) none of the relevant amounts specified General Partner, Bidco or any of their respective subsidiary undertakings incurs, bears or pays any of the Excluded Expenses other than as provided for under clauses 6.4 and 6.5. 6.5 An estimate of the External Expenses is set out in the Bid Budget. 8.5 . Notwithstanding any other provision of this clause 86, the Consortium shall not incur (and shall procure that none of the General Partner, Bidco or any of their respective subsidiary undertakings) incur, bear or pay any External Expenses which exceed by the percentage specified in the Bid Budget the aggregate amount of External Expenses specified in the Bid BudgetBudget by 10%, without the prior approval in writing of the Investors (such approval not to be unreasonably withheld or delayed) and, to the extent that any of the External Expenses exceeds the amount provided for in the Bid Budget (or any either of the Investors reasonably considers that such expenses are likely to exceed such amount), the Investors shall consult with each other with a view to seeking to mitigate such costs or otherwise agreeing an amendment to the Bid Budget. Each Investor shall procure that the other Investor receives monthly updates on the accrued External Expenses, with such details and breakdowns as may be reasonably requested by the other Investor.

APPOINTMENT OF ADVISERS AND EXTERNAL EXPENSES. 8.1 6.1 The Investors parties agree that certain the following advisers shall be engaged: (a) Ashurst LLP as set out in legal adviser to Sheikh Holdings and Bidco; (b) Proskauer Rose LLP as legal adviser to THCP; (c) GSC Solicitors LLP as legal adviser to Belgravia and Kensington; (d) Xxxx Street and Citi as financial advisers to the Bid Budget, Consortium and Bidco (including advising on the Takeover Code); (e) PwC as tax advisers to Bidco and THCP; and (f) such other advisers as the Investors parties shall agree in writing, shall be engaged (together the "Consortium Advisers"). 8.2 Commercially reasonable efforts shall be used to ensure that 6.2 To the extent agreed by due diligence report providers, each Investor party shall be entitled to rely on each of the diligence reports prepared in respect of the Offer, which will be addressed to Bidco and to the parties in respect of which either direct reliance on such diligence reports has been granted by each Investor, or indirect reliance has been granted through Bidcothe customary fashion. 8.3 6.3 If the Offer is not made or does not become effective or unconditional in all respects, respects each Investor (or, as such Investor may direct, its relevant Affiliate(s)) party shall bear: 8.3.1 (a) its Relevant Proportion relevant proportion of the External Expenses (being, for THCP, 56 per cent. of the External Expenses and, for Sheikh Holdings, 44 per cent. of the External Expenses); and 8.3.2 (b) its own costs and expenses in relation to the negotiation and execution of this Agreement agreement and the implementation of the Offer (other than External Expenses), including costs in relation to its own legal and other professional advisers (if any). 8.4 6.4 If the Offer becomes effective or unconditional in all respects: 8.4.1 respects to the extent lawful, Bidco (or another member of the Bidco group) shall bear the External Expenses; 8.4.2 unless otherwise agreed in writing between Expenses and each party's costs and expenses and will reimburse the parties, each Investor (or, as such Investor may direct, its relevant Affiliate(s)) shall bear its own parties for any External Expenses already paid by them and any costs and expenses in relation to the negotiation and execution of this Agreement agreement and the implementation of the Offer (other than the External Expenses), including costs in relation to its own legal and other professional advisers (if any); and 8.4.3 each Investor shall pay (or procure that its relevant Affiliate(s) shall pay) the relevant amounts specified in the Bid BudgetOffer. 8.5 Notwithstanding any other provision of this clause 8, the Consortium shall not incur any External Expenses which exceed by the percentage specified in the Bid Budget the aggregate amount of External Expenses specified in the Bid Budget, without the prior approval in writing of the Investors (such approval not to be unreasonably withheld or delayed) and, to the extent that any of the External Expenses exceeds the amount provided for in the Bid Budget (or any of the Investors reasonably considers that such expenses are likely to exceed such amount), the Investors shall consult with each other with a view to seeking to mitigate such costs or otherwise agreeing an amendment to the Bid Budget.