Common use of Nominee Director Clause in Contracts

Nominee Director. 10.1. The Borrower agrees that the Bank shall have the right to appoint 1 (one) director on the Board of the Borrower (“Nominee Director”) or an observer (“the Observer”): (a) the Nominee Director or the Observer shall be appointed as a member of such committee(s) of the Board, as desired by the Bank; (b) the Nominee Director or the Observer shall not be required to hold qualification shares nor be liable to retire by rotation; (c) if, at any time, the Nominee Director or the Observer is not able to attend a meeting of the Board or any of its committees, of which he is a member, the Bank may depute another board observer (“Board Observer”) to attend the meeting. The expenses incurred by the Bank in this connection shall be borne by the Borrower; (d) the Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members; (e) the Nominee Director or the Observer or the Board Observer shall furnish to the Bank a report of the proceedings of all such meetings and the Borrower shall not have any objection to the same; (f) the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank addressed to the Borrower and such appointment/removal shall (unless otherwise indicated by the Bank) take effect forthwith upon such a notice being delivered to the Borrower; (g) the Nominee Director or the Observer shall have all the rights, privileges and indemnities of other directors including the sitting fees and expenses as are payable by the Borrower to the other directors, but if any other fees, commission, moneys or remuneration in any form are payable by the Borrower to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such Nominee Director or the Observer shall accrue to the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid by the Borrower directly for the account of the Bank; provided, that if such Nominee Director or the Observer is an officer of the Bank, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank and the same shall accordingly be paid by the Borrower directly to the Bank for its account. Any expenditure incurred by a Nominee Director or the Observer or the Board Observer or the Bank in connection with such appointment or directorship shall be borne by the Borrower; (h) the Nominee Director or the Observer shall not be personally liable and responsible for day to day management or affairs of the Borrower, to the public for any inaction, mistake or non- compliance relating to the management of the affairs of the Borrower by the Board, or otherwise and shall not be considered as an officer in default under the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director or the Observer from all costs, damages, fines, levies etc. that may be levied against the Nominee Director or the Observer;

Nominee Director. 10.1. (a) The Borrower agrees that Agent shall (on the Bank shall instructions of the Majority Lenders) have the right right, after the occurrence of a event of Default, to appoint 1 (one) appoint, remove and replace from time to time, a director on the Board board of directors of the Borrower (“such director is referred to as the "Nominee Director”) or an observer (“the Observer”): (a) the Nominee Director or the Observer shall be appointed as a member of such committee(s) of the Board, as desired by the Bank;"). (b) the The Nominee Director or shall be a non-executive director of the Observer shall Borrower. (c) The Nominee Director shall: (i) not be required to hold qualification shares nor be liable to retire by rotation. (ii) be entitled to all the rights and privileges of other directors including the sitting fees and expenses as payable to other directors but if any other fees, commission, monies or remuneration in any form is payable to the Directors, the fees, commission, monies and remuneration in relation to such Nominee Director shall be paid by the Borrower directly to the Agent; (ciii) ifbe appointed a member of committees of the board of directors of the Borrower, if so desired by the Agent; and (iv) be entitled to receive all notices, agenda, etc and to attend all general meetings and board meetings and meetings of any committees of the board of which he is a member. (d) Any expenditure incurred by the Finance Parties or the Nominee Director in connection with his appointment of directorship shall be borne and payable by the Borrower. (e) If, at any time, the Nominee Director or the Observer is not able to attend a meeting of the Board board of directors or any of its committees, committees of which he is a member, the Bank Nominee Director may depute another board an observer (“Board Observer”) to attend the meeting. The expenses incurred by the Bank any Finance Party in this connection shall be borne and payable by the Borrower;. (df) the The Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members; (e) the Nominee Director or the Observer or the Board Observer shall may furnish to the Bank Finance Parties a report of the proceedings of all such meetings and the Borrower shall not have any objection to the same;meetings. (fg) The appointment/removal of the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank Agent addressed to the Borrower and such appointment/removal shall (unless otherwise indicated by the BankAgent) take effect forthwith upon such a notice being delivered to the Borrower; (g) the Nominee Director or the Observer shall have all the rights, privileges and indemnities of other directors including the sitting fees and expenses as are payable by the Borrower to the other directors, but if any other fees, commission, moneys or remuneration in any form are payable by the Borrower to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such Nominee Director or the Observer shall accrue to the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid by the Borrower directly for the account of the Bank; provided, that if such Nominee Director or the Observer is an officer of the Bank, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank and the same shall accordingly be paid by the Borrower directly to the Bank for its account. Any expenditure incurred by a Nominee Director or the Observer or the Board Observer or the Bank in connection with such appointment or directorship shall be borne by the Borrower; (h) the Nominee Director or the Observer shall not be personally liable and responsible for day to day management or affairs of the Borrower, to the public for any inaction, mistake or non- compliance relating to the management of the affairs of the Borrower by the Board, or otherwise and shall not be considered as an officer in default under the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director or the Observer from all costs, damages, fines, levies etc. that may be levied against the Nominee Director or the Observer;Execution Version 181210 - 49 -

Nominee Director. 10.1. (a) The Borrower agrees that the Bank shall have acknowledges and consents to the right of the Leader to appoint 1 (one) and replace at any time during the subsistence of the Facilities, a director on the Board board of the Borrower directors of such Obligor (“"Nominee Director”) or an observer "), and will take all corporate action to effectuate such right (“the Observer”): (a) the Nominee Director or the Observer shall be appointed as a member including, without limitation, amending such Obligor's articles of such committee(s) of the Boardassociation, as desired by the Bank;if required). (b) the The Nominee Director or the Observer shall shall: (i) not be required to hold qualification shares nor be liable to retire by rotation; (ii) be appointed a member of committees of the board of directors of any or all the Borrower, if so desired by the Lenders. (c) ifAny expenditure incurred by the Lenders and/ or the Nominee Director in connection with appointment of Nominee Director shall be borne and payable by the Borrower. /s/ Xxxxxxxxx Xxxxxx Director / Authorised Signatory (d) The Nominee Director shall be entitled to receive all notices, agenda, etc. and to attend all General Meetings and Board Meetings and Meetings of any committees of the Board of which they are member. (e) If, at any time, the Nominee Director or the Observer is not able to attend a meeting of the Board board of directors or any of its committees, committees of which he is a memberthey are members, the Bank Lenders may depute another board observer (“Board Observer”) an authorised representative to attend the meeting. The expenses incurred by the Bank Lenders in this connection shall be borne and payable by the Borrower;. (df) the The Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members; (e) the Nominee Director or the Observer or the Board Observer shall furnish to the Bank Lender a report of the proceedings of all such meetings and the Borrower shall not have any objection to the same;. (fg) The appointment/removal of the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank Lender addressed to the Borrower any Obligor and such appointment/removal shall (unless otherwise indicated by the Bank) take effect forthwith upon such a notice being delivered to the Borrower;respective Obligor. (gh) the The Nominee Director or the Observer shall have be entitled to all the rights, privileges and indemnities of other directors including the sitting fees and expenses as are payable by the Borrower to the other directors, but if any other fees, commission, moneys monies or remuneration in any form are payable by the Borrower to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such Nominee Director or the Observer shall accrue to the Bank in proportion to the Facilities then outstanding Lenders and the same shall accordingly be paid by the Borrower respective Obligor directly for the account respective accounts of the BankLenders; provided, that if such Nominee Director or the Observer is an officer of the Banka Lender, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank relevant Lender, as the case may be, and the same shall accordingly be paid by the Borrower directly to the Bank Lender for its account. Any expenditure incurred by a the Nominee Director or the Observer or the Board Observer or the Bank any Lender in connection with such appointment or directorship shall be borne by the Borrower; (h) . For avoidance of doubt, it is hereby clarified that the Nominee Director or the Observer shall not be personally liable remuneration, fees and responsible for day expenses payable to day management or affairs whole time directors of the Borrower, to the public for any inaction, mistake or non- compliance relating to the management of the affairs of the Borrower by the Board, or otherwise and shall not be considered as an officer in default under the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against payable to the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director or the Observer from all costs, damages, fines, levies etc. that may be levied against the Nominee Director or the Observer;Director.

Nominee Director. 10.1. The Borrower agrees that (i) Each of the Bank Lenders shall have the right to appoint 1 (oneand remove from time to time, Director(s) director on the Board of Directors of the Borrower as set out in the Loan Agreement (“such directors are hereinafter referred to as "Nominee Director”) or an observer (“the Observer”):Director(s)"). (aii) the The Nominee Director or the Observer shall be appointed as a member of such committee(sDirector(s) of the Board, as desired by the Bank; (b) the Nominee Director or the Observer shall not be required to hold qualification shares nor and not be liable to retire by rotation;. (ciii) if, at any time, the The Nominee Director or the Observer is not able to attend a meeting of the Board or any of its committees, of which he is a member, the Bank may depute another board observer (“Board Observer”Director(s) to attend the meeting. The expenses incurred by the Bank in this connection shall be borne by the Borrower; (d) the Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members; (e) the Nominee Director or the Observer or the Board Observer shall furnish entitled to the Bank a report of the proceedings of all such meetings and the Borrower shall not have any objection to the same; (f) the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank addressed to the Borrower and such appointment/removal shall (unless otherwise indicated by the Bank) take effect forthwith upon such a notice being delivered to the Borrower; (g) the Nominee Director or the Observer shall have all the rights, rights and privileges and indemnities of other directors Directors including the sitting fees and expenses as are payable by the Borrower to the other directors, Directors but if any other fees, commission, moneys monies or remuneration in any form are is payable by the Borrower to the directors in their capacity as directorsDirectors, the fees, commission, moneys monies and remuneration in relation to such Nominee Director or the Observer Director(s) shall accrue to the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid by the Borrower directly for the account of the Bank; provided, that if such Nominee Director or the Observer is an officer of the Bank, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank Lenders and the same shall accordingly be paid by the Borrower directly to the Bank Lead Institution for its accountthe account of the concerned Lender. Provided that, if any such Nominee Director(s) is an officer of the Lenders, the sitting fees in relation to such Nominee Director(s) shall also accrue to the Lenders and the same shall accordingly be paid by the Borrower directly to the Lead Institution for the account of the concerned Lender. Any expenditure expenditures incurred by a Nominee Director the Lenders or the Observer or the Board Observer or the Bank Nominee Director(s) in connection with such his appointment or directorship shall be borne by the Borrower;. (hiv) the The Nominee Director or the Observer Director(s) shall not be personally liable and responsible for day to day management or affairs appointed a Member of the Borrower, to the public for any inaction, mistake Management Committee or non- compliance relating to the management other Committees of the affairs of the Borrower by the Board, if so desired by the Lenders. (v) The Nominee Director(s) shall be entitled to receive all notices, agenda, etc. and to attend all General Meetings and Board Meetings and Meetings of any Committees of the Board of which he is a member. (vi) If, at any time, the Nominee Director(s) is not able to attend a meeting of the Board of Directors or otherwise and shall not be considered as any of its Committees of which he is a member, the Lenders may depute an officer in default under observer to attend the applicable lawmeeting. The Borrower shall at all times appoint a compliance officer or a designated officer(s) of expenses incurred by the Borrower who Lenders in this connection shall be borne by the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director or the Observer from all costs, damages, fines, levies etc. that may be levied against the Nominee Director or the Observer;Borrower.

Nominee Director. 10.1. The Borrower agrees that the Bank shall have the right to appoint 1 (one) director on the Board of the Borrower (“Nominee Director”) or an observer (“the Observer”): (a) the Nominee Director or the Observer shall be appointed as a member of such committee(s) of the Board, as desired by the Bank; (b) the Nominee Director or the Observer shall not be required to hold qualification shares nor be liable to retire by rotation; (c) if, at any time, the Nominee Director or the Observer is not able to attend a meeting of the Board or any of its committees, of which he is a member, the Bank may depute another board observer (“Board Observer”) to attend the meeting. The expenses incurred by the Bank in this connection shall be borne by the Borrower; (d) the Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members; (e) the Nominee Director or the Observer or the Board Observer shall furnish to the Bank a report of the proceedings of all such meetings and the Borrower shall not have any objection to the same; (f) the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank addressed to the Borrower and such appointment/removal shall (unless otherwise indicated by the Bank) take effect forthwith upon such a notice being delivered to the Borrower; (g) the Nominee Director or the Observer shall have all the rights, privileges and indemnities of other directors including the sitting fees and expenses as are payable by the Borrower to the other directors, but if any other fees, commission, moneys or remuneration in any form are payable by the Borrower to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such Nominee Director or the Observer shall accrue to the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid by the Borrower directly for the account of the Bank; provided, that if such Nominee Director or the Observer is an officer of the Bank, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank and the same shall accordingly be paid by the Borrower directly to the Bank for its account. Any expenditure incurred by a Nominee Director or the Observer or the Board Observer or the Bank in connection with such appointment or directorship shall be borne by the Borrower; (h) the Nominee Director or the Observer shall not be personally liable and responsible for day to day management or affairs of the Borrower, to the public for any inaction, mistake or non- non compliance relating to the management of the affairs of the Borrower by the Board, or otherwise and shall not be considered as an officer in default under the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director or the Observer from all costs, damages, fines, levies etc. that may be levied against the Nominee Director or the Observer;

Nominee Director. 10.1. The A. In the event that the Lender exercises its rights to appoint Nominee Director(s), as provided for in Article above, the Borrower agrees that the Bank shall have the right to appoint 1 (one) director on the Board of the Borrower (“Nominee Director”) or an observer (“the Observer”): (a) the any Nominee Director or the Observer shall be so appointed as a member of such committee(s) of the Board, as desired by the Bank;Lender, shall: (bi) the Nominee Director or the Observer shall not be required to hold qualification shares nor be liable to retire by rotation; (cii) ifbe indemnified for any expenditure incurred by the Nominee Director in connection with his appointment of directorship which shall be borne and payable by Borrower subject to documentary evidence of such expenses being provided to the Borrower, together with interest which shall be calculated at the Rate of Interest; iii) be appointed as a member of any of the committees of the Board, if so desired by the Lender; iv) be entitled to receive in advance all notices, agenda, etc. and to attend all general meetings and Board meetings and meetings of any committees of the Board which he/ She is a member of. B. If, at any time, the Nominee Director or the Observer is not able to attend a meeting of the Board of or any of its committees, committees of which (s) he is a member, the Bank Lender may depute another board an observer (“Board Observer”) to attend the meeting. ; C. The expenses incurred by the Bank in this connection Nominee Director shall be borne by the Borrower; (d) the Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members; (e) the Nominee Director or the Observer or the Board Observer shall entitled to furnish to the Bank Lender a report of the proceedings of all such meetings and the Borrower shall not have any objection to the samemeetings; (f) D. The appointment/ removal of the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank Lender addressed to the Borrower and such appointment/removal shall (unless otherwise indicated by the BankLender) take effect forthwith upon such a notice being delivered to the Borrower; (g) the E. The Nominee Director or the Observer shall have be entitled to all the rights, privileges and indemnities which are available to of other directors Board of Directors including payment of the sitting fees and expenses as are payable by the Borrower to the other directorsBoard of Directors; F. The Nominee Director shall have the right to provide information regarding the Borrower, but if that is in the Nominee Directors' discretion, relevant for the Lender, or relevant to or pertaining to the Transaction Documents; G. The Borrower agrees that the Nominee Director shall not be liable for any act or omission of the Borrower; H. The Borrower hereby agrees to hold the Nominee Director and/or the Lender harmless and to indemnify the Nominee Director and/or the Lender from and against any and all expenses, liabilities and losses incurred or suffered by the Nominee Director and/or the Lender, as the case may be in connection with any action, suit or proceedings, whether civil or criminal, administrative or investigative, asserted against, imposed upon, or incurred or suffered by the Nominee Director and/or the Lender (including attorney's fees and expenses), directly or indirectly, resulting from, based upon, arising out of or relating to the appointment of the Nominee Director by or on behalf of the Lender. The indemnification as provided by the provisions of this Agreement or any law for the time being in force, shall not be deemed exclusive of any other fees, commission, moneys or remuneration in any form are payable by the Borrower rights to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such which Nominee Director or the Observer shall accrue to Lender may be entitled under Applicable Law, or any other agreement, or otherwise; I. The Borrower will permit officers and designated representatives of the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid Lender (including without limitation, any Nominee Director and/or observers appointed by the Borrower directly for the account Lender) to carry out technical, legal or financial inspections or visit and inspect, any of the Bank; provided, that if such Nominee Director or the Observer is an officer properties of the BankBorrower, including the sitting fees in relation business facilities, works and buildings thereon, and to examine the books of records and accounts of the Borrower. The cost of any such Nominee Director or the Observer shall accrue to the Bank and the same shall accordingly be paid by the Borrower directly to the Bank for its account. Any expenditure incurred by a Nominee Director or the Observer or the Board Observer or the Bank in connection with such appointment or directorship visit shall be borne by the Borrower; (h) the Nominee Director or the Observer shall not be personally liable and responsible for day to day management or affairs of the Borrower, to the public for any inaction, mistake or non- compliance relating to the management of the affairs of the Borrower by the Board, or otherwise and shall not be considered as an officer in default under the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director or the Observer from all costs, damages, fines, levies etc. that may be levied against the Nominee Director or the Observer;.

Nominee Director. 10.1. (i) The Borrower agrees that the Bank Lender shall have the right to appoint 1 (one) director and remove from time to time, a Director on the Board of Directors of the Borrower (“Nominee Director”) or an observer (“the Observer”):Borrower. (aii) the The Nominee Director or the Observer shall be appointed as a member of such committee(s) of the Board, as desired by the Bank; (b) the Nominee Director or the Observer shall not be required to hold qualification shares nor and not be liable to retire by rotation;. (ciii) ifThe Nominee Director shall be entitled to all the rights and privileges of other directors including the sitting fees and expenses as payable to other directors but if any other fees, commission, monies or remuneration in any form is payable to the directors, the fees, commission, monies and remuneration in relation to such Nominee Director shall accrue to the Lender and the same shall accordingly be paid by the Borrower directly to the Lender. Provided that if any such Nominee Director is an officer of the Lender, the sitting fees in relation to such Nominee Director shall also accrue to the Lender and the same shall accordingly be paid by the Borrower directly to the Lender. Any expenditure incurred by the Lender or the Nominee Director in connection with his appointment or directorship shall be borne by the Borrower. (iv) The Nominee Director shall be appointed a Member of the Management Committee or other committees of the Board, if so desired by the Lender. (v) The Nominee Director shall be entitled to receive all notices, agenda and minutes, etc. and to attend all General Meetings and Board Meetings and meetings of any committees of the Board of which he is a member. (vi) If, at any time, the Nominee Director or the Observer is not able to attend a meeting of the Board of Directors or any of its committees, of which he is a member, the Bank Lender may depute another board an observer (“Board Observer”) to attend the meeting. The expenses incurred by the Bank Lender in this connection shall be borne by the Borrower; (d) the Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members; (e) the Nominee Director or the Observer or the Board Observer shall furnish to the Bank a report of the proceedings of all such meetings and the Borrower shall not have any objection to the same; (f) the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank addressed to the Borrower and such appointment/removal shall (unless otherwise indicated by the Bank) take effect forthwith upon such a notice being delivered to the Borrower; (g) the Nominee Director or the Observer shall have all the rights, privileges and indemnities of other directors including the sitting fees and expenses as are payable by the Borrower to the other directors, but if any other fees, commission, moneys or remuneration in any form are payable by the Borrower to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such Nominee Director or the Observer shall accrue to the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid by the Borrower directly for the account of the Bank; provided, that if such Nominee Director or the Observer is an officer of the Bank, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank and the same shall accordingly be paid by the Borrower directly to the Bank for its account. Any expenditure incurred by a Nominee Director or the Observer or the Board Observer or the Bank in connection with such appointment or directorship shall be borne by the Borrower; (h) the Nominee Director or the Observer shall not be personally liable and responsible for day to day management or affairs of the Borrower, to the public for any inaction, mistake or non- compliance relating to the management of the affairs of the Borrower by the Board, or otherwise and shall not be considered as an officer in default under the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director or the Observer from all costs, damages, fines, levies etc. that may be levied against the Nominee Director or the Observer;.

Nominee Director. 10.1. (i) The Borrower agrees that the Bank Lender shall have the right to appoint 1 (one) director and remove from time to time, a Director on the Board of Directors of the Borrower (“Nominee Director”) or an observer (“the Observer”):Borrower. (aii) the The Nominee Director or the Observer shall be appointed as a member of such committee(s) of the Board, as desired by the Bank; (b) the Nominee Director or the Observer shall not be required to hold qualification shares nor and not be liable to retire by rotation;. (ciii) ifThe Nominee Director shall be entitled to all the rights and privileges of other directors including the sitting fees and expenses as payable to other directors but if any other fees, commission, monies or remuneration in any form is payable to the directors, the fees, commission, monies and remuneration in relation to such Nominee Director shall accrue to the Lender and the same shall accordingly be paid by the Borrower directly to the Lender. Provided that if any such Nominee Director is an officer of the Lender, the sitting fees in relation to such Nominee Director shall also accrue to the Lender and the same shall according be paid by the Borrower directly to the Lender. Any expenditure incurred by the Lender or the Nominee Director in connection with his appointment or directorship shall be borne by the Borrower. (iv) The Nominee Director shall be appointed a Member of the Management Committee or other committees of the Board, if so desired by the Lender. (v) The Nominee Director shall be entitled to receive all notices, agenda and minutes, etc. and to attend all General Meetings and Board Meetings and meetings of any committees of the Board of which he is a member. (vi) If, at any time, the Nominee Director or the Observer is not able to attend a meeting of the Board of Directors or any of its committees, of which he is a member, the Bank Lender may depute another board an observer (“Board Observer”) to attend the meeting. The expenses incurred by the Bank Lender in this connection shall be borne by the Borrower; (d) the Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members; (e) the Nominee Director or the Observer or the Board Observer shall furnish to the Bank a report of the proceedings of all such meetings and the Borrower shall not have any objection to the same; (f) the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank addressed to the Borrower and such appointment/removal shall (unless otherwise indicated by the Bank) take effect forthwith upon such a notice being delivered to the Borrower; (g) the Nominee Director or the Observer shall have all the rights, privileges and indemnities of other directors including the sitting fees and expenses as are payable by the Borrower to the other directors, but if any other fees, commission, moneys or remuneration in any form are payable by the Borrower to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such Nominee Director or the Observer shall accrue to the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid by the Borrower directly for the account of the Bank; provided, that if such Nominee Director or the Observer is an officer of the Bank, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank and the same shall accordingly be paid by the Borrower directly to the Bank for its account. Any expenditure incurred by a Nominee Director or the Observer or the Board Observer or the Bank in connection with such appointment or directorship shall be borne by the Borrower; (h) the Nominee Director or the Observer shall not be personally liable and responsible for day to day management or affairs of the Borrower, to the public for any inaction, mistake or non- compliance relating to the management of the affairs of the Borrower by the Board, or otherwise and shall not be considered as an officer in default under the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director or the Observer from all costs, damages, fines, levies etc. that may be levied against the Nominee Director or the Observer;.

Nominee Director. 10.1. (a) The Borrower agrees that the Bank shall have acknowledges and consents to the right of the Leader to appoint 1 (one) and replace at any time during the subsistence of the Facilities, a director on the Board board of the Borrower directors of such Obligor (“"Nominee Director”) or an observer "), and will take all corporate action to effectuate such right (“the Observer”): (a) the Nominee Director or the Observer shall be appointed as a member including, without limitation, amending such Obligor's articles of such committee(s) of the Boardassociation, as desired by the Bank;if required). (b) the The Nominee Director or the Observer shall shall: (i) not be required to hold qualification shares nor be liable to retire by rotation; (ii) be appointed a member of committees of the board of directors of any or all the Borrower, if so desired by the Lenders. (c) ifAny expenditure incurred by the Lenders and/ or the Nominee Director in connection with appointment of Nominee Director shall be borne and payable by the Borrower. /s/ Sxxxxxxxx Xxxxxx (d) The Nominee Director shall be entitled to receive all notices, agenda, etc. and to attend all General Meetings and Board Meetings and Meetings of any committees of the Board of which they are member. (e) If, at any time, the Nominee Director or the Observer is not able to attend a meeting of the Board board of directors or any of its committees, committees of which he is a memberthey are members, the Bank Lenders may depute another board observer (“Board Observer”) an authorised representative to attend the meeting. The expenses incurred by the Bank Lenders in this connection shall be borne and payable by the Borrower;. (df) the The Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members; (e) the Nominee Director or the Observer or the Board Observer shall furnish to the Bank Lender a report of the proceedings of all such meetings and the Borrower shall not have any objection to the same;. (fg) The appointment/removal of the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank Lender addressed to the Borrower any Obligor and such appointment/removal shall (unless otherwise indicated by the Bank) take effect forthwith upon such a notice being delivered to the Borrower;respective Obligor. (gh) the The Nominee Director or the Observer shall have be entitled to all the rights, privileges and indemnities of other directors including the sitting fees and expenses as are payable by the Borrower to the other directors, but if any other fees, commission, moneys monies or remuneration in any form are payable by the Borrower to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such Nominee Director or the Observer shall accrue to the Bank in proportion to the Facilities then outstanding Lenders and the same shall accordingly be paid by the Borrower respective Obligor directly for the account respective accounts of the BankLenders; provided, that if such Nominee Director or the Observer is an officer of the Banka Lender, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank relevant Lender, as the case may be, and the same shall accordingly be paid by the Borrower directly to the Bank Lender for its account. Any expenditure incurred by a the Nominee Director or the Observer or the Board Observer or the Bank any Lender in connection with such appointment or directorship shall be borne by the Borrower; (h) . For avoidance of doubt, it is hereby clarified that the Nominee Director or the Observer shall not be personally liable remuneration, fees and responsible for day expenses payable to day management or affairs whole time directors of the Borrower, to the public for any inaction, mistake or non- compliance relating to the management of the affairs of the Borrower by the Board, or otherwise and shall not be considered as an officer in default under the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against payable to the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director or the Observer from all costs, damages, fines, levies etc. that may be levied against the Nominee Director or the Observer;Director.

Nominee Director. 10.1. (a) The Borrower agrees that Debenture Holders and the Bank Trustee shall have the a right to appoint 1 (one) a nominee director on the Board board of directors of the Borrower Company (hereinafter referred to as the “Nominee Director”) or an observer (“upon the Observer”):occurrence of: (ai) 2 (two) consecutive defaults in payment of Interest to the Nominee Director or the Observer shall be appointed as a member Debenture Holders; and (ii) default in redemption of such committee(s) of the Board, as desired by the Bank;Debentures. (b) The Company shall appoint the Nominee Director or forthwith on receiving a nomination notice from the Observer Trustee (acting upon Approved Instructions). (c) The Nominee Director shall be appointed on all committees of the board of directors, unless otherwise agreed by the Trustee (acting on the Approved Instructions). (d) The Nominee Director shall not be required to hold qualification shares nor be liable to retire by rotation;rotation nor required to hold any qualification shares. The Company shall ensure that the Nominee Director is not and not deemed to be an “officer in default” or “person in-charge” or “key managerial personnel” of the Company. (ce) ifThe Parties agree that the appointment of the Nominee Director shall be governed by the following terms and conditions provided below: (i) If, at any time, the Nominee Director or the Observer is not able to attend a board meeting or any meeting of the Board or any of its committeescommittee, of which he is a member, the Bank Trustee may depute another board an observer (the “Board Observer”) to attend the meeting. The expenses incurred by the Bank Trustee in this connection shall be borne by the Borrower;Company. (dii) the The Nominee Director or the Observer or the Board Observer shall be entitled to receive all notices, agenda, etc. of and attend all general meetings and Board board meetings or meetings of any committee(s) of the Borrower Company of which they are members;. (eiii) the The Nominee Director or the Observer or the Board Observer shall furnish to the Bank Trustee a report of the proceedings of all such meetings and the Borrower Company shall not have any objection to the same;. (fiv) the The Nominee Director or the Observer or the Observer shall be appointed/removed appointed/ removed/ replaced/ substituted by a notice in writing by the Bank Trustee (acting on Approved Instructions) addressed to the Borrower and such appointment/removal Company which shall (unless otherwise indicated by the BankTrustee) take effect forthwith as soon as reasonably practicable, upon such a notice being delivered to the Borrower;Company. (gv) the The Nominee Director or the Observer shall have all the rights, privileges and indemnities of other directors including the sitting fees and expenses as are payable by the Borrower Company to the other directors, but if any other fees, commission, moneys or remuneration in any form are payable by the Borrower to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such Nominee Director or the Observer shall accrue to the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid by the Borrower directly for the account of the Bank; provided, that if such Nominee Director or the Observer is an officer of the Bank, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank and the same shall accordingly be paid by the Borrower directly to the Bank for its account. Any expenditure incurred by a Nominee Director or the Observer or the Board Observer or the Bank Trustee in connection with such appointment or directorship shall be borne by the Borrower;Company. (hvi) The Company shall ensure that the Nominee Director shall be entitled to the same indemnities as the directors and shall be indemnified by the Company against any and all losses arising out of or the Observer in connection with its actions pursuant to appointment as an Nominee Director. (vii) The Nominee Director shall not be personally liable and responsible for day to day management or affairs of the Borrower, Company to the public or any Governmental Authority, or for any inaction, mistake or non- non-compliance relating to the management of the affairs of the Borrower Company by the Board, its board of directors or otherwise and shall not be considered as an officer in default under otherwise. (viii) Pending the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) appointment of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director by the Trustee, the Company shall furnish to the Trustee, the minutes / observations of all the meetings of its board of directors, the audit sub-committee or any other committee within 10 (ten) days of the Observer from all costs, damages, fines, levies etc. that may be levied against date of the Nominee Director or the Observer;relevant meeting.

Nominee Director. 10.1. (a) The Borrower agrees that Debenture Holders and the Bank Trustee shall have the a right to appoint 1 (one) a nominee director on the Board board of directors of the Borrower Company (hereinafter referred to as the “Nominee Director”) or an observer (“upon the Observer”):occurrence of: (ai) 2 (two) consecutive defaults in payment of Interest to the Nominee Director or the Observer shall be appointed as a member Debenture Holders; and (ii) default in redemption of such committee(s) of the Board, as desired by the Bank;Debentures. (b) The Company shall appoint the Nominee Director or forthwith on receiving a nomination notice from the Observer Trustee (acting upon Approved Instructions). (c) The Nominee Director shall be appointed on all committees of the board of directors, unless otherwise agreed by the Trustee (acting on the Approved Instructions). (d) The Nominee Director shall not be required to hold qualification shares nor be liable to retire by rotation;rotation nor required to hold any qualification shares. The Company shall ensure that the Nominee Director is not and not deemed to be an “officer in default” or “person in-charge” or “key managerial personnel” of the Company. (ce) ifThe Parties agree that the appointment of the Nominee Director shall be governed by the following terms and conditions provided below: (i) If, at any time, the Nominee Director or the Observer is not able to attend a board meeting or any meeting of the Board or any of its committeescommittee, of which he is a member, the Bank Trustee may depute another board an observer (the “Board Observer”) to attend the meeting. The expenses incurred by the Bank Trustee in this connection shall be borne by the Borrower;Company. (dii) the The Nominee Director or the Observer or the Board Observer shall be entitled to receive all notices, agenda, etc. of and attend all general meetings and Board board meetings or meetings of any committee(s) of the Borrower Company of which they are members;. (eiii) the The Nominee Director or the Observer or the Board Observer shall furnish to the Bank Trustee a report of the proceedings of all such meetings and the Borrower Company shall not have any objection to the same;. (fiv) the The Nominee Director or the Observer or the Observer shall be appointed/removed appointed/ removed/ replaced/ substituted by a notice in writing by the Bank Trustee (acting on Approved Instructions) addressed to the Borrower and such appointment/removal Company which shall (unless otherwise indicated by the BankTrustee) take effect forthwith as soon as reasonably practicable, upon such a notice being delivered to the Borrower;Company. (gv) the The Nominee Director or the Observer shall have all the rights, privileges and indemnities of other directors including the sitting fees and expenses as are payable by the Borrower Company to the other directors, but if any other fees, commission, moneys or remuneration in any form are payable by the Borrower to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such Nominee Director or the Observer shall accrue to the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid by the Borrower directly for the account of the Bank; provided, that if such Nominee Director or the Observer is an officer of the Bank, the sitting fees in relation to such Nominee Director or the Observer shall accrue to the Bank and the same shall accordingly be paid by the Borrower directly to the Bank for its account. Any expenditure incurred by a Nominee Director or the Observer or the Board Observer or the Bank Trustee in connection with such appointment or directorship shall be borne by the Borrower;Company. (hvi) The Company shall ensure that the Nominee Director shall be entitled to the same indemnities as the directors and shall be indemnified by the Company against any and all losses arising out of or the Observer in connection with its actions pursuant to appointment as a Nominee Director. (vii) The Nominee Director shall not be personally liable and responsible for day to day management or affairs of the Borrower, Company to the public or any Governmental Authority, or for any inaction, mistake or non- non-compliance relating to the management of the affairs of the Borrower Company by its board of directors or otherwise. (viii) Pending the Board, or otherwise and shall not be considered as an officer in default under the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) appointment of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director by the Trustee, the Company shall furnish to the Trustee, the minutes / observations of all the meetings of its board of directors, the audit sub-committee or any other committee within 10 (ten) days of the Observer from all costs, damages, fines, levies etc. that may be levied against date of the Nominee Director or the Observer;relevant meeting.

Nominee Director. 10.1. The A. In the event that the Lender exercises its rights to appoint Nominee Director(s), as provided for in Article 8.1 (k) above, the Borrower agrees that any Nominee Director so appointed by the Bank shall have the right to appoint 1 (one) director on the Board of the Borrower (“Nominee Director”) or an observer (“the Observer”):Lender, shall: (ai) the Nominee Director or the Observer shall be appointed as a member of such committee(s) of the Board, as desired by the Bank; (b) the Nominee Director or the Observer shall not be required to hold qualification shares nor be liable to retire by rotation; (cii) ifbe indemnified for any expenditure incurred by the Nominee Director in connection with his appointment of directorship which shall be borne and payable by Borrower subject to documentary evidence of such expenses being provided to the Borrower, together with interest which shall be calculated at the Rate of Interest; (iii) be appointed as a member of any of the committees of the Board, if so desired by the Lender; (iv) be entitled to receive in advance all notices, agenda, etc. and to attend all general meetings and Board meetings and meetings of any committees of the Board which he/ She is a member of. B. If, at any time, the Nominee Director or the Observer is not able to attend a meeting of the Board of or any of its committees, committees of which (s) he is a member, the Bank Lender may depute another board an observer (“Board Observer”) to attend the meeting. ; C. The expenses incurred by the Bank in this connection Nominee Director shall be borne by the Borrower; (d) the Nominee Director or the Observer or the Board Observer shall receive all notices, agenda, etc. of and attend all general meetings and Board meetings or meetings of any committee(s) of the Borrower of which they are members; (e) the Nominee Director or the Observer or the Board Observer shall entitled to furnish to the Bank Lender a report of the proceedings of all such meetings and the Borrower shall not have any objection to the samemeetings; (f) D. The appointment/ removal of the Nominee Director or the Observer or the Observer shall be appointed/removed by a notice in writing by the Bank Lender addressed to the Borrower and such appointment/removal shall (unless otherwise indicated by the BankLender) take effect forthwith upon such a notice being delivered to the Borrower; (g) the E. The Nominee Director or the Observer shall have be entitled to all the rights, privileges and indemnities which are available to of other directors Board of Directors including payment of the sitting fees and expenses as are payable by the Borrower to the other directorsBoard of Directors. F. The Nominee Director shall have the right to provide information regarding the Borrower, but if that is in the Nominee Directors' discretion, relevant for the Lender, or relevant to or pertaining to the Transaction Documents; G. The Borrower agrees that the Nominee Director shall not be liable for any act or omission of the Borrower; X. The Borrower hereby agrees to hold the Nominee Director and/or the Lender harmless and to indemnify the Nominee Director and/or the Lender from and against any and all expenses, liabilities and losses incurred or suffered by the Nominee Director and/or the Lender, as the case may be in connection with any action, suit or proceedings, whether civil or criminal, administrative or investigative, asserted against, imposed upon, or incurred or suffered by the Nominee Director and/or the Lender (including attorney's fees and expenses), directly or indirectly, resulting from, based upon, arising out of or relating to the appointment of the Nominee Director by or on behalf of the Lender. The indemnification as provided by the provisions of this Agreement or any law for the time being in force, shall not be deemed exclusive of any other fees, commission, moneys or remuneration in any form are payable by the Borrower rights to the directors in their capacity as directors, the fees, commission, moneys and remuneration in relation to such which Nominee Director or the Observer shall accrue to Lender may be entitled under Applicable Law, or any other agreement, or otherwise; I. The Borrower will permit officers and designated representatives of the Bank in proportion to the Facilities then outstanding and the same shall accordingly be paid Lender (including without limitation, any Nominee Director and/or observers appointed by the Borrower directly for the account Lender) to carry out technical, legal or financial inspections or visit and inspect, any of the Bank; provided, that if such Nominee Director or the Observer is an officer properties of the BankBorrower, including the sitting fees in relation business facilities, works and buildings thereon, and to examine the books of records and accounts of the Borrower. The cost of any such Nominee Director or the Observer shall accrue to the Bank and the same shall accordingly be paid by the Borrower directly to the Bank for its account. Any expenditure incurred by a Nominee Director or the Observer or the Board Observer or the Bank in connection with such appointment or directorship visit shall be borne by the Borrower; (h) the Nominee Director or the Observer shall not be personally liable and responsible for day to day management or affairs of the Borrower, to the public for any inaction, mistake or non- compliance relating to the management of the affairs of the Borrower by the Board, or otherwise and shall not be considered as an officer in default under the applicable law. The Borrower shall at all times appoint a compliance officer or a designated officer(s) of the Borrower who shall be the “officer in default” for the purposes of applicable law; (i) in the event that any notice or proceedings have been filed against the Nominee Directors or the Observer by reason of him/them being included within the scope of “officer(s) who is in default” and/or otherwise in relation to its duties hereunder, the Borrower shall take all necessary steps to ensure that the Nominee Directors or the Observer are held harmless and indemnified from such notice or proceedings. The Borrower shall pay all legal costs and shall indemnify and hold harmless the Nominee Director or the Observer from all costs, damages, fines, levies etc. that may be levied against the Nominee Director or the Observer;.