Common use of FUNCTIONS OF TRUSTEE Clause in Contracts

FUNCTIONS OF TRUSTEE. 6.1 The Trustee shall seek to procure, within such period as may be specified in writing by the CMA, the completion of the sale of the Divestment Business at no minimum price, to a purchaser or purchasers approved by the CMA in accordance with paragraph 6.3 below. 6.2 Without prejudice to the generality of paragraph 6.1 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings: (a) the transfer or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents); (b) any other transfer of interests that will take effect with the sale; (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question. 6.4 Pending the divestment of the Divestment Business pursuant to paragraph 6.1 above, the Trustee shall monitor the Parties’ compliance with their obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, if the Trustee concludes on reasonable grounds that the Parties are failing or will fail to comply with such obligations. 6.5 The Trustee may give written directions to the Parties to take such steps as may be specified or described in the directions for the purpose of securing the Parties’ compliance with their obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties are failing or will fail to comply with any of their obligations under these undertakings. 6.7 For the purpose of fulfilling the Trustee Functions, the Trustee shall not be bound by instructions of the Parties nor shall the Trustee Functions be extended or varied in any way by the Parties save with the prior express written consent of the CMA.

FUNCTIONS OF TRUSTEE. 6.1 The Trustee shall seek to procure, within such period as may be specified in writing by the CMA, the completion of the sale of the Divestment Business at no minimum price, to a purchaser or purchasers approved by the CMA in accordance with paragraph 6.3 below. 6.2 Without prejudice to the generality of paragraph 6.1 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings: (a) the transfer or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents); (b) any other transfer of interests that will take effect with the sale; (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question. 6.4 Pending the divestment of the Divestment Business pursuant to paragraph 6.1 above, the Trustee shall monitor the Parties’ AMC’s compliance with their its obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, if the Trustee concludes on reasonable grounds that the Parties are AMC is failing or will fail to comply with such obligations. 6.5 The Trustee may give written directions to the Parties AMC to take such steps as may be specified or described in the directions for the purpose of securing the Parties’ AMC’s compliance with their its obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties to: (a) offer any reverse premium or similar inducement AMC to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 The Trustee shall protect the legitimate financial interests of AMC subject to the Trustee’s overriding obligations to give effect to the Trustee Functions. 6.7 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties are AMC is failing or will fail to comply with any of their its obligations under these undertakings. 6.7 6.8 For the purpose of fulfilling the Trustee Functions, the Trustee shall not be bound by instructions of the Parties AMC nor shall the Trustee Functions be extended or varied in any way by the Parties AMC save with the prior express written consent of the CMA.

FUNCTIONS OF TRUSTEE. 6.1 The Trustee shall seek to procure, within such period as may be specified in writing by the CMA, the completion of the sale of the Divestment Business at no minimum price, to a purchaser or purchasers approved by the CMA in accordance with paragraph 6.3 below. 6.2 Without prejudice to the generality of paragraph 6.1 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings: (a) the transfer or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents); (b) any other transfer of interests that will take effect with the sale; (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question. 6.4 Pending the divestment of the Divestment Business pursuant to paragraph 6.1 above, the Trustee shall monitor the Parties’ Dover’s compliance with their its obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, if the Trustee concludes on reasonable grounds that the Parties are Dover is failing or will fail to comply with such obligations. 6.5 The Trustee may give written directions to the Parties Dover to take such steps as may be specified or described in the directions for the purpose of securing the Parties’ Dover’s compliance with their its obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties Dover to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties are Dover is failing or will fail to comply with any of their its obligations under these undertakings. 6.7 For the purpose of fulfilling the Trustee Functions, the Trustee shall not be bound by instructions of the Parties Dover nor shall the Trustee Functions be extended or varied in any way by the Parties Dover save with the prior express written consent of the CMA.

FUNCTIONS OF TRUSTEE. 6.1 The Trustee shall seek to procure, within such period as may be specified in writing by the CMA, the completion of the sale of the Divestment Business at no minimum price, to a purchaser or purchasers approved by the CMA in accordance with paragraph 6.3 below.below.‌ 6.2 Without prejudice to the generality of paragraph 6.1 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings: (a) the transfer or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents); (b) any other transfer of interests that will take effect with the sale; (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question.question.‌ 6.4 Pending the divestment of the Divestment Business pursuant to paragraph paragraph 6.1 above, the Trustee shall monitor the Parties’ compliance with their its obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, if the Trustee concludes on reasonable grounds that the Parties are failing or will fail to comply with such obligations. 6.5 The Trustee may give written directions to the Parties to take such steps as may be specified or described in the directions for the purpose of securing the Parties’ compliance with their its obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Trustee‌ Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties are failing or will fail to comply with any of their obligations under these undertakings. 6.7 For the purpose of fulfilling the Trustee Functions, the Trustee shall not be bound by instructions of the Parties nor shall the Trustee Functions be extended or varied in any way by the Parties save with the prior express written consent of the CMA.

FUNCTIONS OF TRUSTEE. 6.1 The Trustee shall seek to procure, within such period as may be specified in writing by the CMA, the completion of the sale of the Divestment Business at no minimum price, to a purchaser or purchasers approved by the CMA in accordance with paragraph 6.3 below.below.‌ 6.2 Without prejudice to the generality of paragraph 6.1 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings: (a) the transfer or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents); (b) any other transfer of interests that will take effect with the sale; (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question.question.‌ 6.4 Pending the divestment of the Divestment Business pursuant to paragraph 6.1 above, the Trustee shall monitor the Parties’ Noble’s and/or Maersk Drilling’s compliance with their its obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, if the Trustee concludes on reasonable grounds that the Parties are Noble and/or Maersk Drilling is failing or will fail to comply with such obligations. 6.5 The Trustee may give written directions to the Parties Noble and/or Maersk Drilling to take such steps as may be specified or described in the directions for the purpose of securing the Parties’ Noble’s and/or Maersk Drilling’s compliance with their its obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties Noble or Maersk Drilling to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Trustee‌ Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties are Noble and/or Maersk Drilling is failing or will fail to comply with any of their its obligations under these undertakings. 6.7 For the purpose of fulfilling the Trustee Functions, the Trustee shall not be bound by instructions of the Parties Noble or Maersk Drilling nor shall the Trustee Functions be extended or varied in any way by the Parties Noble or Maersk Drilling save with the prior express written consent of the CMA.

FUNCTIONS OF TRUSTEE. 6.1 5.1 The Trustee shall seek to procure, within supervise the implementation of these undertakings including (for such period as may be specified in writing by the CMA, the completion Objective Third Party Assessor is completing its assessment of the sale Colas Rail UK and Rapide JV bids as described in paragraph 2 above): a) supervising the provision of the Divestment Business at no minimum price, to a purchaser or purchasers approved information by the CMA in accordance with paragraph 6.3 below. 6.2 Without prejudice Xxxxxxxx and Equans to the generality of paragraph 6.1 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings: (a) the transfer or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents)Objective Third Party Assessor; (b) acting as an intermediary for any other transfer of interests that will take effect with clarificatory questions the sale; (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securitiesObjective Third Party Assessor may have for Bouygues and Equans; and (ec) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question. 6.4 Pending the divestment of the Divestment Business pursuant to paragraph 6.1 above, the Trustee shall monitor the Parties’ compliance with their obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, CMA if the Trustee concludes on reasonable grounds that the Parties are Objective Third Party Assessor is failing or will may fail to comply carry out its functions in accordance with such obligationsthese undertakings. 6.5 5.2 The Trustee may give written directions to the Parties Bouygues or Equans to take such steps as may be specified or described in the directions for the purpose of securing the PartiesBouygues’ or Equans’ compliance with their obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 5.3 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties Bouygues and/or Equans are failing or will fail to comply with any of their obligations under these undertakings. 6.7 5.4 For the purpose of fulfilling the Trustee Functions, the Trustee shall not be bound by instructions of the Parties Bouygues or Equans nor shall the Trustee Functions be extended or varied in any way by the Parties Bouygues and/or Equans save with the prior express written consent of the CMA.

FUNCTIONS OF TRUSTEE. 6.1 The Trustee shall seek to procure, within such period as may be specified in writing by the CMA, the completion of the sale of the Divestment Business at no minimum price, to a purchaser or purchasers approved by the CMA in accordance with paragraph 6.3 below. 6.2 Without prejudice to the generality of paragraph 6.1 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings: (a) the transfer or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents); (b) any other transfer of interests that will take effect with the sale; (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question. 6.4 Pending the divestment of the Divestment Business pursuant to paragraph 6.1 above, the Trustee shall monitor the Parties’ Dover’s compliance with their its obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, if the Trustee concludes on reasonable grounds that the Parties are Dover is failing or will fail to comply with such obligations. 6.5 The Trustee may give written directions to the Parties Dover to take such steps as may be specified or described in the directions for the purpose of securing the Parties’ Dover’s compliance with their its obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties Dover to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties are Xxxxx is failing or will fail to comply with any of their its obligations under these undertakings. 6.7 For the purpose of fulfilling the Trustee Functions, the Trustee shall not be bound by instructions of the Parties Dover nor shall the Trustee Functions be extended or varied in any way by the Parties Dover save with the prior express written consent of the CMA.

FUNCTIONS OF TRUSTEE. 6.1 7.1 The Trustee shall seek to procure, within such period as may be specified in writing by the CMA, the completion of the sale of either or both of the Divestment Business Businesses at no minimum price, to a purchaser or purchasers approved by the CMA in accordance with paragraph 6.3 7.3 below. 6.2 7.2 Without prejudice to the generality of paragraph 6.1 7.1 above, the Trustee shall take the following measures in relation to either or both of the Divestment Business Businesses to the extent to which such measures may be necessary to effect the divestment of the Divestment Business Businesses in accordance with the provisions of these undertakings: (a) the transfer or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents); (b) any other transfer of interests that will take effect with the sale; (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 7.3 The Trustee shall not sell or permit the divestment of either or both of the Divestment Business Businesses to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement (or agreements) in question. 6.4 7.4 Pending the divestment of either or both of the Divestment Business Businesses pursuant to paragraph 6.1 7.1 above, the Trustee shall monitor the Parties’ Adevinta’s and/or eBay’s compliance with their its obligations under paragraph 7.1 8.1 and paragraph 7.2 8.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, if the Trustee concludes on reasonable grounds that the Parties are Adevinta and/or eBay is failing or will fail to comply with such obligations. 6.5 7.5 The Trustee may give written directions to the Parties Adevinta and/or eBay to take such steps as may be specified or described in the directions for the purpose of securing the Parties’ Adevinta’s and/or eBay’s compliance with their its obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties Adevinta or eBay to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of either or both of the Divestment Business Businesses which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 7.6 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties are Adevinta and/or eBay is failing or will fail to comply with any of their its obligations under these undertakings. 6.7 7.7 For the purpose of fulfilling the Trustee Functions, the Trustee shall not be bound by instructions of the Parties Adevinta or eBay nor shall the Trustee Functions be extended or varied in any way by the Parties Adevinta or eBay save with the prior express written consent of the CMA. 7.8 The obligations in section 7 (Functions of Trustee) shall cease to apply to eBay following completion of the Transaction.

FUNCTIONS OF TRUSTEE. 6.1 5.1 The Trustee shall seek to procure, within supervise the implementation of these undertakings including (for such period as may be specified in writing by the CMA, the completion Objective Third Party Assessor is completing its assessment of the sale of the Divestment Business at no minimum price, to a purchaser or purchasers approved by the CMA Colas Rail UK and Rapide JV bids as described in accordance with paragraph 6.3 below. 6.2 Without prejudice to the generality of paragraph 6.1 2 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings:): (a) supervising the transfer or vesting provision of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents)information by Xxxxxxxx and Equans to the Objective Third Party Assessor; (b) acting as an intermediary for any other transfer of interests that will take effect with clarificatory questions the sale;Objective Third Party Assessor may have for Bouygues and Equans; and (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question. 6.4 Pending the divestment of the Divestment Business pursuant to paragraph 6.1 above, the Trustee shall monitor the Parties’ compliance with their obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, CMA if the Trustee concludes on reasonable grounds that the Parties are Objective Third Party Assessor is failing or will may fail to comply carry out its functions in accordance with such obligationsthese undertakings. 6.5 5.2 The Trustee may give written directions to the Parties Bouygues and/or Equans to take such steps as may be specified or described in the directions for the purpose of securing the PartiesBouygues’ and/or Equans’ compliance with their obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 5.3 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties Bouygues and/or Equans are failing or will fail to comply with any of their obligations under these undertakings. 6.7 5.4 For the purpose of fulfilling the Trustee Functions, the Trustee shall not be bound by instructions of the Parties Bouygues and/or Equans nor shall the Trustee Functions be extended or varied in any way by the Parties Bouygues and/or Equans save with the prior express written consent of the CMA.

FUNCTIONS OF TRUSTEE. 6.1 10.1 The Trustee shall seek to procure, within supervise the implementation of these undertakings including (for such period as may be specified the undertakings are in writing by the CMA, the completion of the sale of the Divestment Business at no minimum price, to a purchaser or purchasers approved by the CMA in accordance with paragraph 6.3 below. 6.2 Without prejudice to the generality of paragraph 6.1 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings:effect): (a) supervising the transfer entry onto the London-Seoul City Pair by the Proposed Remedy Taker or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consentsProspective Entrant(s); (b) facilitating the application and selection process for any other transfer of interests that will take effect Prospective Entrant following the Alternative UILs Effective Date (including through liaising with the saleKFTC Trustee and KFTC as needed); (c) advising the adjustment CMA on the appropriateness of contractsvarious rights, whether by discharge terms and conditions under the undertakings, including grandfathering rights, the codeshare agreement, the interline agreement or reduction or assignment of any liability or obligation or otherwise;special prorate agreement, Frequent Flyer Programme cooperation agreement, lounge access agreement and ground handling service agreement; and (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question. 6.4 Pending the divestment of the Divestment Business pursuant to paragraph 6.1 above, the Trustee shall monitor the Parties’ compliance with their obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, if the Trustee concludes on reasonable grounds that the Parties are failing or will fail to comply with such obligations. 6.5 The Trustee may give written directions to the Parties to take such steps as may be specified or described in the directions for the purpose of securing the Parties’ compliance with their obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties are Korean Air is failing or will may fail to comply carry out its functions in accordance with these undertakings. 10.2 For the avoidance of doubt, subject to paragraph 9, there is no requirement for the Trustee to be involved in the commercial negotiations between Korean Air and a third party carrier entering into any of their obligations the agreements under the undertakings. Any such agreements however remain subject to the CMA’s approval. 10.3 Any request made by a third party carrier for the Trustee to verify Korean Air’s compliance with these undertakings must be reasonable. In particular, the Trustee must refuse to conduct such a verification where the third party carrier fails to produce any evidence of a suspected breach of the undertakings and/or appears to be making a vexatious request. 10.4 Korean Air shall receive simultaneously a non-confidential version of any recommendation made by the Trustee to the CMA (as provided for in paragraph 9.1(e)). 10.5 The reports provided for in paragraphs 9.1(e) to 9.1(i) shall be prepared in English. The reports provided for in paragraph 9.1(g) shall be sent by the Trustee to the CMA within ten (10) Working Days from the end of every IATA Season following the Trustee’s appointment or at such other time(s) as the CMA may specify and shall cover developments in the immediately preceding lATA Season. Korean Air shall receive simultaneously a non- confidential copy of each Trustee report. 10.6 The Trustee shall have access to Korean Air’s books, records, documents, management or other personnel facilities, sites and technical information necessary to fulfil its duties under these undertakings. 6.7 For the purpose of fulfilling the Trustee Functions10.7 At Korean Air’s expense, the Trustee shall not be bound by instructions may appoint advisors, subject to the CMA’s prior approval, if the Trustee reasonably considers the appointment of such advisors necessary for the performance of its duties under the mandate, provided that any fees incurred are reasonable and Korean Air has been consulted on the appointment and has approved the amount of the Parties nor shall the Trustee Functions be extended or varied in any way by the Parties save with the prior express written consent of the CMAfees.

FUNCTIONS OF TRUSTEE. 6.1 The Trustee shall seek to procure, within such period as may be specified in writing by the CMA, the completion of the sale of the Divestment Business at no minimum price, to a purchaser or purchasers approved by the CMA in accordance with paragraph 6.3 below.below.‌ 6.2 Without prejudice to the generality of paragraph 6.1 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings: (a) the transfer or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents); (b) any other transfer of interests that will take effect with the sale; (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question.question.‌ 6.4 Pending the divestment of the Divestment Business pursuant to paragraph 6.1 above, the Trustee shall monitor the Parties’ Noble’s and/or Maersk Drilling’s compliance with their its obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, if the Trustee concludes on reasonable grounds that the Parties are Noble and/or Maersk Drilling is failing or will fail to comply with such obligations. 6.5 The Trustee may give written directions to the Parties Noble and/or Maersk Drilling to take such steps as may be specified or described in the directions for the purpose of securing the Parties’ Noble’s and/or Maersk Drilling’s compliance with their its obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties Noble or Maersk Drilling to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties are Noble and/or Maersk Drilling is failing or will fail to comply with any of their its obligations under these undertakings.undertakings.‌ 6.7 For the purpose of fulfilling the Trustee Functions, the Trustee shall not be bound by instructions of the Parties Noble or Maersk Drilling nor shall the Trustee Functions be extended or varied in any way by the Parties Noble or Maersk Drilling save with the prior express written consent of the CMA.

FUNCTIONS OF TRUSTEE. 6.1 10.1 The Trustee shall seek to procure, within supervise the implementation of these undertakings including (for such period as may be specified the undertakings are in writing by the CMA, the completion of the sale of the Divestment Business at no minimum price, to a purchaser or purchasers approved by the CMA in accordance with paragraph 6.3 below. 6.2 Without prejudice to the generality of paragraph 6.1 above, the Trustee shall take the following measures in relation to the Divestment Business to the extent to which such measures may be necessary to effect the divestment of the Divestment Business in accordance with the provisions of these undertakings:effect): (a) supervising the transfer entry onto the London-Seoul City Pair by the Proposed Remedy Taker or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consentsProspective Entrant(s); (b) facilitating the application and selection process for any other transfer of interests that will take effect Prospective Entrant following the Alternative UILs Effective Date (including through liaising with the saleKFTC Trustee and KFTC as needed); (c) advising the adjustment CMA on the appropriateness of contractsvarious rights, whether by discharge terms and conditions under the undertakings, including grandfathering rights, the codeshare agreement, the interline agreement or reduction or assignment of any liability or obligation or otherwise;special prorate agreement, Frequent Flyer Programme cooperation agreement, lounge access agreement and ground handling service agreement; and (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e) the formation or winding up of a company. 6.3 The Trustee shall not sell or permit the divestment of the Divestment Business to a Proposed Purchaser unless it has been directed to do so by the CMA or has obtained the CMA’s prior written approval in respect of the identity of that Proposed Purchaser. The Trustee shall notify the CMA of the identity of a Proposed Purchaser as soon as reasonably practicable prior to the signing of a legally enforceable agreement and in any event at least 20 Working Days in advance of the proposed completion of the proposed sale and purchase agreement in question. 6.4 Pending the divestment of the Divestment Business pursuant to paragraph 6.1 above, the Trustee shall monitor the Parties’ compliance with their obligations under paragraph 7.1 and paragraph 7.2 below and shall promptly take such measures as it considers necessary to ensure such compliance, as well as reporting in writing to the CMA, if the Trustee concludes on reasonable grounds that the Parties are failing or will fail to comply with such obligations. 6.5 The Trustee may give written directions to the Parties to take such steps as may be specified or described in the directions for the purpose of securing the Parties’ compliance with their obligations under these undertakings or enabling the Trustee to carry out the Trustee Functions. The Trustee may not require the Parties to: (a) offer any reverse premium or similar inducement to a purchaser; or (b) accept any actual or contingent liability towards a purchaser or otherwise in connection with the divestment of the Divestment Business which would be unusual in scope, duration or financially, having regard to the price and usual market practice in relation to similar disposals. 6.6 The Trustee shall, as soon as reasonably practicable, comply at all times with any reasonable instructions or written directions made by the CMA for the purposes of carrying out or securing compliance with the undertakings (or any matter incidental thereto) and shall provide to the CMA such information and reports in relation to the carrying out of the Trustee Functions as the CMA may require. The Trustee shall promptly report in writing to the CMA if the Trustee concludes on reasonable grounds that the Parties are Korean Air is failing or will may fail to comply carry out its functions in accordance with these undertakings. 10.2 For the avoidance of doubt, subject to paragraph 9, there is no requirement for the Trustee to be involved in the commercial negotiations between Korean Air and a third party carrier entering into any of their obligations the agreements under the undertakings. Any such agreements however remain subject to the CMA’s approval. 10.3 Any request made by a third party carrier for the Trustee to verify Korean Air’s compliance with these undertakings must be reasonable. In particular, the Trustee must refuse to conduct such a verification where the third party carrier fails to produce any evidence of a suspected breach of the undertakings and/or appears to be making a vexatious request. 10.4 Korean Air shall receive simultaneously a non-confidential version of any recommendation made by the Trustee to the CMA (as provided for in paragraph 9.1(e)). 10.5 The reports provided for in paragraph 9.1(e) to 9.1(i) shall be prepared in English. The reports provided for in 9.1(g) shall be sent by the Trustee to the CMA within ten (10) Working Days from the end of every IATA Season following the Trustee’s appointment or at such other time(s) as the CMA may specify and shall cover developments in the immediately preceding lATA Season. Korean Air shall receive simultaneously a non-confidential copy of each Trustee report. 10.6 The Trustee shall have access to Korean Air’s books, records, documents, management or other personnel facilities, sites and technical information necessary to fulfil its duties under these undertakings. 6.7 For the purpose of fulfilling the Trustee Functions10.7 At Korean Air’s expense, the Trustee shall not be bound by instructions may appoint advisors, subject to the CMA’s prior approval, if the Trustee reasonably considers the appointment of such advisors necessary for the performance of its duties under the mandate, provided that any fees incurred are reasonable and Korean Air has been consulted on the appointment and has approved the amount of the Parties nor shall the Trustee Functions be extended or varied in any way by the Parties save with the prior express written consent of the CMAfees.