Common use of Conflicts and Disputes Clause in Contracts

Conflicts and Disputes. 9.1 In the event of any inconsistency or conflict between the provisions of this Agreement and any other agreement or contract among MSPEA and the Sponsor, this Agreement shall, as between the Escrow Agent, MSPEA and the Sponsor, prevail. 9.2 In the event of any ambiguity or uncertainty under this Agreement or in any notice, instruction or other communication received by the Escrow Agent under this Agreement, the Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of all property held in escrow, unless the Escrow Agent receives written instructions, signed by MSPEA and the Sponsor, which eliminates such ambiguity or uncertainty. 9.3 In the event of any dispute or conflicting claims with respect to any property held in escrow, the Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such property held in escrow so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in any way to any other Party or any other person or entity for failure or refusal to comply with such disputed or conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or disputed claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in writing that is satisfactory to the Escrow Agent or (ii) the Escrow Agent shall have received security and/or indemnity and/or pre-funding satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Escrow Agent, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Escrow Agent shall act on such court order and legal opinions without further question and shall have no liability to any person for so acting. The Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including counsel’s fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, MSPEA and the Sponsor. HSBC Information Category: RESTRICTED The Hongkong and Shanghai Banking Corporation Limited 2012 Execution Version (CASH ONLY)

Conflicts and Disputes. 9.1 6.1 In the event of any inconsistency or conflict between the provisions of this Agreement and any other agreement or contract among MSPEA Windrace and the SponsorInvestors, this Agreement shall, as between among the Escrow Agent, MSPEA Windrace and the SponsorInvestors, prevail. 9.2 6.2 In the event of any ambiguity or uncertainty under this Agreement or in any notice, instruction or other communication received by the Escrow Agent under this Agreement, the Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of all property held in escrow, unless the Escrow Agent receives written instructions, signed by MSPEA Windrace and the SponsorInvestors, which eliminates such ambiguity or uncertainty. 9.3 6.3 In the event of any dispute or conflicting claims between Windrace and the Investors and any other person or entity with respect to any property held in escrow, the Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such property held in escrow so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in any way to any other Party Windrace and the Investors or any other person or entity for failure or refusal to comply with such disputed or conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or disputed claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in writing that is satisfactory to the Escrow Agent or (ii) the Escrow Agent shall have received security and/or or indemnity and/or pre-funding satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Escrow Agent, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties Parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Escrow Agent shall act on such court order and legal opinions without further question and shall have no liability to any person for so actingquestion. The Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including counsel’s reasonable attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, MSPEA by Windrace and the Sponsor. HSBC Information Category: RESTRICTED The Hongkong and Shanghai Banking Corporation Limited 2012 Execution Version (CASH ONLY)Investors on a 50:50 basis.

Conflicts and Disputes. 9.1 In the event of any inconsistency or conflict between the provisions of this Agreement and any other agreement or contract among MSPEA and the Sponsor, this Agreement shall, as between the Escrow Agent, MSPEA and the Sponsor, prevail. 9.2 In the event of any ambiguity or uncertainty under this Agreement or in any notice, instruction or other communication received by the Escrow Agent under this Agreement, the Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of all property held in escrow, unless the Escrow Agent receives written instructions, signed by MSPEA and the Sponsor, which eliminates such ambiguity or uncertainty. 9.3 In the event of any dispute or conflicting claims with respect to any property held in escrow, the Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such property held in escrow so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in any way to any other Party or any other person or entity for failure or refusal to comply with such disputed or conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or disputed claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in writing that is satisfactory to the Escrow Agent or (ii) the Escrow Agent shall have received security and/or indemnity and/or pre-funding satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Escrow Agent, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Escrow Agent shall act on such court order and legal opinions without further question and shall have no liability to any person for so acting. The Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including counsel’s fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, MSPEA and the Sponsor. HSBC Information Category: RESTRICTED The Hongkong and Shanghai Banking Corporation Limited 2012 Execution Version (CASH ONLY)RESTRICTED

Conflicts and Disputes. 9.1 In the event of any inconsistency or conflict between the provisions of this Agreement and any other agreement or contract among MSPEA and the Sponsor, this Agreement shall, as between the Escrow Agent, MSPEA and the Sponsor, prevail. 9.2 In the event of any ambiguity or uncertainty under this Agreement or in any notice, instruction or other communication received by the Escrow Agent under this Agreement, the Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of all property held in escrow, unless the Escrow Agent receives written instructions, signed by MSPEA and the Sponsor, which eliminates such ambiguity or uncertainty. 9.3 In the event of any dispute or conflicting claims with respect to any property held in escrow, the Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such property held in escrow so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in any way to any other Party or any other person or entity for failure or refusal to comply with such disputed or conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or disputed claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in writing that is satisfactory to the Escrow Agent or (ii) the Escrow Agent shall have received security and/or indemnity and/or pre-funding satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Escrow Agent, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Escrow Agent shall act on such court order and legal opinions without further question and shall have no liability to any person for so acting. The Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including counsel’s fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, MSPEA and the Sponsor. HSBC Information Category: RESTRICTED The Hongkong and Shanghai Banking Corporation Limited 2012 Execution Version (CASH ONLY).