KRW1,000,000,000,000 BRIDGE FACILITY AGREEMENT dated July 4 2012 for VISTEON KOREA HOLDINGS CORPORATION with KOOKMIN BANK acting as Facility Agent and KOOKMIN BANK acting as Security Agent arranged by KOOKMIN BANK acting as Mandated Lead Arranger

Definitions And Interpretation    1

The Facility    10

Purpose    10

Conditions Of Utilisation    11

Utilisation    11

Repayment    12

Prepayment And Cancellation    12

Mandatory Prepayment    13

Interest    14

Interest Periods    15

Fees    15

Tax Gross-Up And Indemnities    15

Increased Costs    17

Mitigation By The Lenders    18

Other Indemnities    19

Costs And Expenses    20

Representations    20

Information Undertakings    23

General Undertakings    24

Events Of Default    29

Changes To The Parties    32

Disclosure Of Information    35

Role Of The Facility Agent    35

Role Of Security Agent    39

Sharing Among The Finance Parties    44

Payment Mechanics    46

Set-Off    47

Application Of Proceeds    48

Notices    49

Calculations And Certificates    50

Partial Invalidity    50

Remedies And Waivers    50

Amendments And Waivers    51

Counterparts    51

Governing Law    51

VISTEON KOREA HOLDINGS CORPORATION (the "Borrower");

KOOKMIN BANK as original lender (the "Original Lender");

KOOKMIN BANK as facility agent of the Finance Parties (other than itself) (the "Facility Agent"); and

KOOKMIN BANK as security agent of the Secured Parties (other than itself) (the "Security Agent").

an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

in relation to any entity incorporated or organised under the laws of Korea, the Debtor Rehabilitation

in all other cases, any domestic or foreign law relating to bankruptcy, judicial management, moratorium, insolvency, reorganisation, administration or relief of debtors in effect in any jurisdiction.

NICE Pricing Service Inc.;

KIS Pricing Inc.;

Korea Asset Pricing & Korea Ratings Co., Ltd.; and

FN Pricing Inc.

in relation to the Original Lender, KRW1,000,000,000,000 and the amount of any other Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

any dividends, charges, fees or other distributions (or interest on any unpaid dividends, charges, fees or other distributions) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital) paid by any member of the Group; and/or

any payment paid by any member of the Group in respect of any redemption or reduction of any Equity Interest of any other member of the Group; and/or

    any management service related fees or payment payable by the Target or its Restricted Subsidiaries pursuant to the LERA Program payable to its direct or indirect shareholders.

any shares of any class or capital stock of or equity interest in such person or any depositary receipt in respect of such shares, capital stock or equity interest;

any security convertible (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of such shares; and

any option, warrant or other right to acquire any such shares, capital stock, capital interest, securities or depositary receipts referred to in paragraphs (a) and (b) above.

if the Acquisition Closing Date occurs within six (6) Months from the Initial Utilisation Date, the date falling twelve (12) Months from the Initial Utilisation Date; and

if the Acquisition Closing Date does not occur within six (6) Months from the Initial Utilisation Date, the date falling six (6) Months from the Initial Utilisation Date.

all obligations of such person for borrowed money or with respect to deposits or advances of any kind having the commercial effect of a borrowing (excluding deposits by customers made in the ordinary course of business and on ordinary business terms);

all obligations of such person evidenced by bonds, debentures, notes or similar instruments (excluding obligations of such person evidenced by notes or similar instruments issued in respect of “accounts payable” in the ordinary course of business);

all obligations of such person upon which interest charges are customarily paid having the commercial effect of a borrowing;

all Financial Indebtedness of any other person secured by any Security on any property owned

all obligations of such person under conditional sale or other title retention agreements relating to property acquired by such person having the commercial effect of a borrowing (excluding agreements made in the ordinary course of business);

all obligations of such person in respect of the deferred purchase price of property or services outstanding more than ninety (90) days after its customary date of payment;

all guarantees by such person with respect to the Financial Indebtedness of other person(s);

all obligations which are required to be classified and accounted for as finance leases on the balance sheet of such person;

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

all obligations, contingent or otherwise, of such person in respect of bankers’ acceptances issued by a bank or financial institution;

any indebtedness for or in respect of receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any indebtedness for or in respect of any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

any indebtedness for or in respect of shares or equity interests that are expressed to be redeemable; and

any indebtedness for or in respect of any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account).

the Original Lender; and

any person which has become a Lender in accordance with Clause 21 (Changes to the Parties),

if any Loan is then outstanding, a Lender or Lenders whose participations in the Loan(s) then outstanding aggregate more than 66 2/3% of the Loan(s), or

if there is no Loan then outstanding, a Lender or Lenders whose Available Commitments aggregate more than 66 2/3% of the Available Facility.

the business, operations, assets or financial condition of the Borrower;

the ability of the Borrower to meet its payment obligations under the Finance Documents as they become due and payable;

the validity, legality or enforceability of the Finance Documents or the rights or remedies of any Finance Party under the Finance Documents; or

the validity, legality or enforceability of the Security expressed to be created pursuant to the Security Documents.

subject to paragraph (c) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

made in the ordinary course of business of the disposing person;

of assets in exchange for other assets comparable or superior as to type, value and quality and for a similar purpose;

of shares in Halla Alabama to Visteon Corporation or other affiliates by the Target; or

of assets, interests or rights as permitted by the Facility Agent (acting reasonably).

incurred under the Finance Document;

as listed in Schedule 6 (Existing Indebtedness) (including any amendment, renewal, refinancing or extension thereof without increase in the principal amount);

arising under spot and forward delivery foreign exchange contracts entered into by the Target in the ordinary course of business and not for speculative purposes;

any derivatives transaction entered into by the Target for the hedging of actual or projected real exposures arising in the ordinary course of trading activities (including to hedge interest rate risk) and not for speculative purposes;

under finance or capital leases, provided that the aggregate capital value of all such items so leased during the term of this Agreement under outstanding leases by the Target does not exceed KRW25,000,000,000 at any time;

incurred by the Target in the ordinary course of business in connection with cash pooling, netting and cash management arrangements consisting of overdrafts or similar arrangements;

incurred under any Permitted Transaction;

constituted by any shareholder loan made to the Borrower by the Sponsor or its direct or indirect shareholder provided that such shareholder loan has been fully subordinated to the Facility in form and substance satisfactory to the Facility Agent; or

as permitted by the Facility Agent (acting reasonably);

the Account Kun-Pledge Agreement;

the Borrower Share Kun-Pledge Agreement;

the Sponsor Share Kun-Pledge Agreement (Borrower); and

the Sponsor Share Kun-Pledge Agreement (Target),

which is controlled, directly or indirectly, by the first mentioned company or corporation;

more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

the proposed Transfer Date specified in the Transfer Certificate; and

the date on which the Facility Agent executes the Transfer Certificate.

Unless a contrary indication appears, any reference in this Agreement to:

any "Administrative Party", the "Facility Agent", the “Security Agent”, any "Finance Party", any “Secured Party”, any "Lender" or any "Party" shall be construed so as to include its successors in title and permitted transferees;

"assets" includes present and future properties, revenues and rights of every description;

a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

"including" shall be construed as "including without limitation";

"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a Lender's "participation" in the Loan or an Unpaid Sum includes an amount representing the fraction or portion (attributable to such Lender by virtue of the provisions of this Agreement) of the total amount of the Loan or Unpaid Sum and the Lender's rights under this Agreement in respect thereof;

a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to Seoul time.

Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

Where this Agreement specifies an amount in a given currency (the "specified currency") "or its equivalent", the "equivalent" is a reference to the amount of any other currency which, when converted into the specified currency utilising the Facility Agent's spot rate of exchange for the purchase of the specified currency with that other currency at or about 11 a.m. on the relevant date, is equal to the relevant amount in the specified currency.

The obligations of the Finance Parties under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of the Finance Parties under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

no Default is continuing or would result from the proposed Loan; and

the Repeating Representations to be made by the Borrower are true in all material respects.

The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date is a Business Day within the Availability Period;

the currency and amount of the Utilisation comply with Clause 5.4 (Currency and amount);

the proposed Interest Period complies with Clause 10 (Interest Periods); and

the account to which the Loan will be disbursed to the Borrower shall be the Drawdown Account.

Only one Loan may be requested in each Utilisation Request.

The currency specified in the Utilisation Request must be KRW.

The amount of the proposed Loan must be an amount which is not more than the Available Facility and which is a minimum of KRW10,000,000,000 or, if less, the Available Facility.

If the conditions set out in Clause 4 (Conditions of Utilisation) and 5.1 (Delivery of the Utilisation Request) to 5.4 (Currency and amount) above have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender's participation in the Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

The Facility Agent shall notify each Lender of the amount of each Loan and the amount of its participation in the Loan by the Specified Time.

that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

the Borrower shall repay that Lender's participation in the Loans on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

If:

any sum payable to any Lender by the Borrower is required to be increased under paragraph (a) of Clause 12.2 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs),

On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above, the Borrower shall prepay that Lender's participation in the relevant Loan.

Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid without prepayment fee or penalty.

The Borrower may not reborrow any part of the Facility which is prepaid.

The Borrower shall not repay or prepay all or any part of the Loans or reduce any Commitment except at the times and in the manner expressly provided for in this Agreement.

If any Commitment is reduced or cancelled in accordance with this Agreement, the amount of such reduction may not be subsequently reinstated.

If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

the gross cash proceeds (including payments from time to time in respect of instalment obligations

the sum of:

the amount, if any, of all taxes paid or estimated to be payable by the Borrower in connection with such Prepayment Event; and

reasonable and customary fees, commissions, expenses, issuance costs, discounts and other costs paid by the Borrower in connection with such Prepayment Event, in case only to the extent not already deducted in arriving at the amount referred to in paragraph (a) above.

Margin; and

Base Rate.

Subject to paragraphs (b) and (d) below, The Interest Period for a Loan shall be three (3) Months.

An Interest Period for a Loan shall not extend beyond the Final Repayment Date.

The Interest Period for a Loan shall start on the relevant Utilisation Date or (if a Loan has already been made) on the last day of the preceding Interest Period of the Loan.

The initial Interest Period for a Loan which is not made on the Initial Utilisation Date shall start on the relevant Utilisation Date and end on the immediately next last day of an Interest Period for the existing Loan. Thereafter, the Interest Period for such Loan shall start on the last day of the preceding Interest Period.

In this Clause 12:

Unless a contrary indication appears, in this Clause 12 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

All payments to be made by the Borrower to any Finance Party under the Finance Documents shall be made free and clear of and without any Tax Deduction unless the Borrower is required to make a Tax Deduction, in which case the sum payable by the Borrower (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that such Finance Party receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

The Borrower shall promptly upon becoming aware that the Borrower must make a Tax Deduction (or that

If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Without prejudice to Clause 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within ten (10) Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not apply to:

any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party by the jurisdiction in which such Finance Party is incorporated; or

any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party by the jurisdiction in which its Facility Office is located.

A Finance Party intending to make a claim under paragraph (a) shall notify the Facility Agent of the event giving rise to the claim, whereupon the Facility Agent shall notify the Borrower thereof.

A Finance Party shall, on receiving a payment from the Borrower under this Clause 12.3, notify the Facility Agent.

a Tax Credit is attributable to that Tax Payment; and

that Finance Party has obtained, utilised and retained that Tax Credit,

pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, and

within ten (10) Business Days of demand, indemnify each Finance Party against any cost, loss

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent the Finance Party reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.

Subject to Clause 13.3 (Exceptions) the Borrower shall, within ten (10) Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement. The terms "law" and "regulation" in this paragraph (a) shall include, without limitation, any law or regulation concerning capital adequacy, liquidity, reserve assets or Tax.

If at any time the Borrower is required to pay any additional amount to a Lender pursuant to the paragraph (a) above, then the Borrower, on ten (10) Business Days’ prior written notice to the Facility Agent and such Lender, may request that Lender to (and that Lender shall) transfer all (and not part only) of its rights and obligations under the relevant Finance Documents (on terms that are agreeable to that Lender and at the cost of the Borrower) to another Lender or to another bank or financial institution that is selected by the Borrower and that confirms its willingness to assume and does assume all the obligations of that Lender.

In this Agreement "Increased Costs" means:

a reduction in the rate of return from the Facility or on a Finance Party's overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

attributable to a Tax Deduction required by law to be made by the Borrower;

compensated for by Clause 12.3 (Tax indemnity); or

attributable to the wilful breach by the relevant Finance Party of any law or regulation.

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs), including:

providing such information as the Borrower may reasonably request in order to permit the Borrower to determine its entitlement to claim any exemption or other relief (whether pursuant to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction; and

in relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 14.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

the occurrence of any Event of Default;

the information produced or approved by the Borrower being misleading and/or deceptive in any material respect;

any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Borrower or with respect to the transactions contemplated or financed under this Agreement;

a failure by the Borrower to pay any amount due under a Finance Document on its due date or in the relevant currency;

funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of gross negligence or wilful misconduct of that Finance Party); or

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

investigating any event which it reasonably believes is a Default; or

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

the taking, holding, protection or enforcement of the Transaction Security;

the exercise of any of the rights, powers, discretions and remedies vested in the Secured Parties by the Finance Documents or by law; and

any default by the Borrower or a member of the Group in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

any other Finance Documents executed after the date of this Agreement.

It is a corporation, duly incorporated and validly existing under the laws of Korea.

It has the power to own its assets and carry on its business as it is being conducted.

any law or regulation applicable to it;

its constitutional documents; or

any agreement or instrument binding upon it or any of its assets.

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

to make the Finance Documents to which it is a party admissible in evidence; and

for it to carry on their business,

No Event of Default is continuing or is expected to result from the making of any Utilisation.

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

Except as otherwise disclosed by the Borrower to the Facility Agent prior to the date of this Agreement, it is not aware of any untrue statement of any material fact it made, or of any omission of any material fact from any of the information it provided.

All other factual information provided in writing by or on behalf of the Borrower or any member of the Group (including its advisers) to any Finance Party is true and complete in all materials respects as at the date such information is provided or as at the date (if any) at which it is stated, and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information, in light of the circumstances in which such information is provided, not misleading in any material respect. For the avoidance of doubt, any information or data relating to budgets, forecasts and other business or financial projections and all other forward-looking information in relation to the Borrower that may have been provided by the Borrower or its representatives shall not be viewed as facts or a guarantee of performance or achievement of any particular results.

The financial statements most recently supplied by it to the Facility Agent (which, at the date of this Agreement, are the Original Financial Statements) were prepared in accordance with K-IFRS (in the case of the Original Financial Statements, GAAP) consistently applied.

The financial statements most recently supplied by it to the Facility Agent (which, at the date of this Agreement, are the Original Financial Statements) give a true and fair view and represent its (in the case of the Original Financial Statements, Target’s) financial condition and operations during the relevant financial year.

There has been no material adverse change in the business or financial condition of the Target since the date of the Original Financial Statements.

It is able to meet its obligations as they fall due, and it does not or has not admitted any inability to pay its debts as they fall due or has suspended making payments on any of its debts.

No moratorium has been declared in respect of any of the indebtedness of the Borrower.

None of the events referred to in Clause 20.6 (Insolvency proceedings) has occurred nor been threatened in relation to the Borrower.

It has paid and discharged all material Taxes imposed upon it or any of its assets within the time period allowed without incurring penalties, save to the extent that (a) payment of such Taxes is being contested in good faith and (b) it has maintained reserves (that are, in its good faith determination, adequate) for such Taxes.

It is not materially overdue in the filing of any Tax returns where late filing will result in the imposition of any material fine, penalty or liability on it or such member of the Group.

No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes, such that a material liability of or claim against it is reasonably likely to arise or become outstanding except for any such claim or investigations that are being or will be contested in good faith and in respect of which the Restricted Group is entitled to full indemnification.

The Sponsor owns all of the issued shares in the Borrower.

The Sponsor owns not less than, as of the date hereof 74,720,000 shares in the Target, being 69.9% of the total issued and outstanding shares in the Target.

as soon as the same become available, but in any event within 120 days after the end of each of its financial years:

its audited consolidated and non-consolidated financial statements for that financial year, provided that its obligation under this sub-clause shall not apply on or prior to the Acquisition Closing Date;

the audited consolidated and non-consolidated financial statement of the Target for that financial year; and

as soon as the same become available, but in any event within 90 days after the end of the first half of each of its financial year:

its reviewed consolidated and non-consolidated financial statements for that financial half-year; and

the reviewed consolidated and non-consolidated financial statements of the Target for that financial half-year.

Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial statements) shall be certified by a director of the Borrower as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using GAAP and/or K-IFRS (as applicable).

all documents despatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and

promptly upon becoming aware of them, any material claims which Borrower has against any of its insurers;

promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Facility Agent) may reasonably request; and

promptly, notice of any change in authorised signatories of the Borrower accompanied by specimen signatures of any new authorised signatories.

The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by its representative director certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

The Borrower shall not create or permit to subsist any Security over any of its assets.

Paragraphs (a) above do not apply to:

any netting or set-off arrangement entered into in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances and in the ordinary course of its banking activity;

any lien arising by operation of law and in the ordinary course of business provided that the debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned;

any Transaction Security; and

any Security permitted by the Facility Agent.

The Borrower shall not incur any Financial Indebtedness.

Paragraph (a) above does not apply to any Permitted Indebtedness.

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

pay any management, advisory or other fee to or to the order of any of the shareholders of the Borrower; or

redeem, reduce, repurchase, defease, retire or repay any of the Borrower’s share capital or resolve to do so.

on request of the Facility Agent, provide the Facility Agent and Security Agent with any information the Facility Agent or Security Agent may reasonably require about that company's business and affairs, the Charged Property and its compliance with the terms of the Security Documents; and

permit the Security Agent, its representatives, delegates, professional advisers and contractors, free access at all reasonable times and on reasonable notice at the cost of the Borrower, (i) to inspect and take copies and extracts from the books, accounts and records of that company and (ii) to view the Charged Property.

The Borrower shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may require in favour of the Security Agent or its nominee(s)):

to perfect the Security created or intended to be created under or evidenced by the Security Documents or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law; and/or

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

The Borrower shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

If any assets acquired by any member of the Group after the Initial Utilisation Date and such assets are required to be subject to the Transaction Security in accordance with the applicable Security Document, the Borrower shall cause such assets to be subjected to the Security Document to which such assets are related and will take, such actions as shall be necessary or requested by the Security Agent to grant and perfect such Transaction Security consistent with the applicable requirements of the applicable Security Documents (including, where appropriate, by execution of a supplement to an applicable Security Document in the form required under such Security Document or, to the extent, requested by the Security Agent, execution of a new Security Document in form and substance satisfactory to the Security Agent) all at the expense of the Borrower.

payment of such Taxes is being contested in good faith; and

reserves (that are determined by the Borrower in good faith to be adequate) are being maintained for such Taxes.

maintain books, accounts and records (with respect to itself and its business) in good order; and

permit each of the Lenders and/or accountants, agents, representatives and/or other professional advisers of the Lenders free access at all reasonable times and on reasonable notice (after consultation with the Borrower) to:

inspect and take copies and extracts from the books, accounts and records of the Borrower;

view any physical assets which are the subject of any Transaction Security;

access and inspect the premises of the Borrower; and

meet and discuss matters with officers and senior management of the Borrower,

The Borrower shall receive an in-kind equity contribution from the Sponsor of not less than 74,720,000 shares in the Target (being 69.9% of the total issued and outstanding shares of the Target) within 6 months of the date of this Agreement and the Borrower shall pledge such shares in the Target contributed by the Sponsor to the Secured Parties in form and substance reasonably satisfactory to the Security Agent within 6 months of the date of this Agreement.

The Borrower shall, every time it acquires shares in the Target, pledge such shares to the Secured Parties as soon as practicable following such acquisition in form and substance reasonably satisfactory to the Security Agent.    

The Borrower shall, within five (5) Business Days from the Initial Utilisation Date unless otherwise extended, (i) deliver a copy of public notice of commencement of a tender to the Facility Agent and (ii) file a report with the Financial Supervisory Service regarding the Tender Offer.

The Borrower shall not carry on any business, own any assets, create any Security or incur or discharge any liability other than:

The Borrower shall not establish or acquire any direct Subsidiary other than the Target.

The Borrower shall not open or maintain any account with any bank or other financial institution except for the Drawdown Account, the Tender Offer Account and any other account(s) as permitted by the Security Agent and is opened and maintained with the Security Agent.

The Borrower shall ensure that all amounts to be received by it or for its account are deposited into the Drawdown Account.

The Borrower may withdraw from the Drawdown Account any amount standing to the credit of that account and apply that amount only for the purposes contemplated in this Agreement (including, transferring the

The Borrower may withdraw from the Tender Offer Account any amount standing to the credit of that account and apply that amount only for the purpose of funding the costs of the Acquisition.

The Borrower irrevocably authorizes the Facility Agent to withdraw from the Drawdown Account any amount standing to the credit of that account and apply that amount for the purposes contemplated in this Agreement.

its failure to pay is caused by administrative or technical error; and

payment is made within five (5) Business Days of its due date.

Any member of the Group or the Sponsor does not comply with any provision of the Finance Documents to which it is a party (other than those referred to in Clause 20.1 (Non-payment)).

No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within five (5) Business Days of the earlier of (A) the Facility Agent giving notice to the Borrower and (B) the Borrower becoming aware of the failure to comply.

Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default

No Event of Default will occur under this Clause 20.4 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than KRW 50,000,000,000 (or its equivalent in any other currency or currencies).

A member of the Group is or is deemed to or declared for the purpose of the Bankruptcy Law to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

The value of the assets of any member of the Group is less than its liabilities for the purpose of the Bankruptcy Law on a going concern basis.

A moratorium is declared in respect of any indebtedness of any member of the Group.

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision, rehabilitation or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group;

the designation of the Borrower or any member of the Group as a failing company under the Corporate Restructuring Promotion Act of Korea;

a composition or arrangement with any creditor of any member of the Group;

the appointment of a liquidator, receiver, administrator, administrative receiver, judicial manager, compulsory manager, provisional supervisor or other similar officer in respect of any member of the Group or any of its assets; or

enforcement of any Security over any assets of any member of the Group,

Any member of the Group or the Sponsor fails to perform or comply with any of the obligations assumed by it in the Security Documents to which it is a party.

At any time any of the Transaction Security is or becomes unlawful or is not, or ceases to be legal, valid, binding or enforceable or otherwise ceases to be effective.

At any time, any of the Transaction Security fails to have first ranking priority or is subject to any prior ranking or pari passu ranking Security.

On the occurrence of an Event of Default under Clause 20.6 (Insolvency Proceedings) or Clause 20.12 (Clearing house suspension):

the Commitments shall immediately be cancelled;

all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents shall be immediately due and payable; and

the Facility Agent may, and shall if so directed by the Majority Lenders, exercise, or direct the Security Agent to exercise, any or all of its rights, remedies and powers under any of the Finance Documents.

On and at any time after the occurrence of an Event of Default (other than under Clause 20.6 (Insolvency Proceedings) or Clause 20.12 (Clearing house suspension)) which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

without prejudice to the participations of any Lenders in the Loans then outstanding cancel the Commitments, whereupon they shall immediately be cancelled;

declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or

exercise, or direct the Security Agent to exercise, any or all of its rights, remedies and powers under any of the Finance Documents.

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;

the financial condition of the Borrower;

the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

Nothing in any Finance Document obliges an Existing Lender to:

accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause 21; or

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

A transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate (on behalf of the Finance Parties and the Borrower in accordance with paragraph (c)) below and affix a fixed date stamp on such Transfer Certificate).

On the Transfer Date:

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents and in respect of the Transaction Security the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another shall be cancelled (being the "Discharged Rights and Obligations");

each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

the Facility Agent, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been the Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement; and

the New Lender shall become a Party as a "Lender" and entitled to the benefits of any other Finance Document entered into by the Facility Agent and/or Security Agent on behalf of the Lenders.

For the purpose of any transfer pursuant to this Clause:

each of the Finance Parties (other than the Facility Agent) and the Borrower irrevocably appoints the Facility Agent as its attorney-in-fact with full power and authority on its behalf and in its name to execute any Transfer Certificate (appearing on its fact to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement);

each Lender hereby irrevocably appoints the Facility Agent as such Lender’s attorney-in-fact with full power and authority on its behalf and in its name to deliver any Transfer Certificate (to which it is a party) to the Borrower; and

the Borrower hereby irrevocably appoints the Facility Agent as its attorney-in-fact with full power and authority on its behalf and in its name to take all actions as my be necessary in order to effect any transfer by any Lender in accordance with Clause 21 (Changes to the Parties).

The procedure set out in this Clause 21.3 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

any of its Affiliates;

its head office and any other branch;

any other Finance Party;

any of its professional advisers and any other person providing services to it (provided that such person is under a duty of confidentiality, contractual or otherwise, to such Finance Party);

the Borrower;

any person permitted by the Borrower;

any person to the extent required for the purpose of any litigation, arbitration or regulatory proceedings or procedure;

any person to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; and

any other person:

to (or through) whom that Lender transfers (or may potentially transfer) all or any of its rights and obligations under this Agreement; or

with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Facility, this Agreement, the Borrower or any member of the Group.

Each of the other Finance Parties (other than the Security Agent) appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

Each of the other Finance Parties authorises the Facility Agent to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Lenders.

If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than to any Administrative Party) under this Agreement it shall promptly notify the other Lenders.

The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature. The Facility Agent shall have no other duties save as expressly provided for in the Finance Documents.

The Facility Agent shall promptly forward to the Security Agent a copy of all notices issued pursuant to Clause 20.17 (Acceleration).

Nothing in this Agreement constitutes any Administrative Party as a trustee or fiduciary of any other person.

No Administrative Party shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

The Facility Agent may rely on:

any representation, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify any signature on any document; and

any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 20.1 (Non-payment)); and

any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

The Facility Agent may act in relation to the Finance Documents through its personnel and agents.

The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

Notwithstanding any other provision of any Finance Document to the contrary, no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty or duty of confidentiality.

Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security as it may require for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with the instructions.

In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.

Without limiting paragraph (b) below, the Facility Agent shall not be liable for any cost, loss or liability incurred by any Party as a consequence of:

the Facility Agent having taken or having omitted to take any action under or in connection with

any delay in the crediting to any account of an amount required under the Finance Documents to be paid by the Facility Agent, if the Facility Agent shall have taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for the purpose of such payment.

No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Facility Agent may rely on this Clause.

The Facility Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after prior consent of the Borrower (not to be unreasonably withheld)) may appoint a successor Facility Agent from among the Lenders.

If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (a) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Borrower) may appoint a successor Facility Agent (being a reputable bank or other financial institutions experienced in the type of transactions contemplated under this Agreement).

The retiring Facility Agent shall make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.

The Facility Agent's resignation notice shall take effect only upon the appointment of a successor in accordance with this Clause 23.9.

Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 23. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

The Facility Agent shall not be required to resign unless there is any gross negligence or wilful misconduct committed by the Facility Agent.

In acting as agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate legal person from any other of its branches, divisions or departments.

If information is received by another branch, division or department of the legal person which is the Facility Agent, it may be treated as confidential to that branch, division or department and the Facility Agent shall not be deemed to have notice of it.

Subject to Clause 26.2 (Distributions by the Facility Agent), the Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five (5) Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

Each Secured Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as security agent. Each Lender shall deal with the Security Agent exclusively thorough the Facility Agent and shall not deal directly with the Security Agent.

unless a contrary indication appears in a Finance Document, act in accordance with any instructions given to it by the Facility Agent and shall be entitled to assume that (i) any instructions received by it from the Facility Agent are duly given by or on behalf of the Majority Lenders or, as the case may be, the Lenders in accordance with the terms of the Finance Documents and (ii) unless it has received actual notice of revocation that any instructions or directions given by the Facility Agent have not been revoked;

be entitled to request instructions, or clarification of any direction, from the Facility Agent as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it; and

be entitled to, carry out all dealings with the Lenders through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to the Lenders.

the Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its powers and duties under the Finance Documents which in its absolute

at any time after receipt by the Security Agent of notice from the Facility Agent directing the Security Agent to exercise all or any of its rights, remedies, powers or discretions under any of the Finance Documents, the Security Agent may, and shall if so directed by the Facility Agent, take any action as in its sole discretion it thinks fit to enforce the Transaction Security.

assume (unless it has received actual notice to the contrary in its capacity as Security Agent for the Secured Parties) that (i) no Default has occurred and no member of the Group is in breach of or default under its obligations under any of the Finance Documents; and (ii) any right, power, authority or discretion vested in any person has not been exercised;

if it receives any instructions or directions from the Facility Agent to take any action in relation to the Transaction Security, assume that all applicable conditions under the Finance Documents for taking that action have been satisfied;

engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts (whether obtained by the Security Agent or by any other Secured Party) whose advice or services may at any time seem necessary, expedient or desirable;

rely upon any communication or document believed by it to be genuine and, as to any matters of fact which might reasonably be expected to be within the knowledge of a Secured Party or the Borrower, upon a certificate signed by or on behalf of that person; and

refrain from acting in accordance with the instructions of the Facility Agent or Lenders (including bringing any legal action or proceeding arising out of or in connection with the Finance Documents) until it has received any indemnification and/or security that it may in its absolute discretion require (whether by way of payment in advance or otherwise) for all costs, losses and liabilities which it may incur in bringing such action or proceedings.

the contents of any notice or document received by it in its capacity as Security Agent from the Borrower under any Finance Document; and

the occurrence of any Default or any default by the Borrower in the due performance of or compliance with its obligations under any Finance Document of which the Security Agent has received notice from any other party to this Agreement.

be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by the Borrower of its obligations under any of the Finance Documents;

be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account;

be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;

be under any obligations other than those which are specifically provided for in the Finance Documents; or

have or be deemed to have any duty, obligation or responsibility to, or relationship of trust or agency with, the Borrower.

the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Security Agent or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents;

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the Transaction Security;

any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or the Transaction Security or otherwise, whether in accordance with an instruction from the Facility Agent or otherwise, unless directly caused by its gross negligence or wilful misconduct;

the exercise of, or the failure to exercise, any judgement, discretion or power given to it by or in connection with any of the Finance Documents, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Transaction Security; or

any shortfall which arises on the enforcement of the Transaction Security.

the financial condition, creditworthiness, condition, affairs, status and nature of each member of the Group;

the legality, validity, effectiveness, adequacy and enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;

whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any other person or any of their respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;

the adequacy, accuracy and/or completeness of any information provided by the Security Agent or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document; and

the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property,

require the deposit with it of any deed or document certifying, representing or constituting the title of the Borrower to any of the Charged Property;

obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any of the Finance Documents or the Transaction Security;

register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any applicable laws in any jurisdiction or to give notice to any person of the execution of any of the Finance Documents or of the Transaction Security;

take, or to require any of member of the Group to take, any steps to perfect its title to any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Security under the laws of any jurisdiction; or

require any further assurances in relation to any of the Security Documents.

The Security Agent shall not be under any obligation to insure any of the Charged Property, to require any other person to maintain any insurance or to verify any obligation to arrange or maintain insurance contained in the Finance Documents. The Security Agent shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy of any such insurance.

Where the Security Agent is named on any insurance policy as an insured party, it shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by the insurers or any other information of any kind, unless any Secured Party has requested it to do so in writing and the Security Agent has failed to do so within fourteen (14) days after receipt of that request.

The Security Agent may resign by giving notice to the other Parties (or to the Facility Agent on behalf of the Lenders) in which case the Majority Lenders may appoint a successor Security Agent.

If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (a) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent.

The retiring Security Agent shall, at its own cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents.

The Security Agent's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security to that successor.

Upon the appointment of a successor, the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clauses 23‎ (Role of the Administrative Parties) and 24 (Role of Security Agent). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as

The Security Agent may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any of the rights, powers and discretions vested in it by any of the Finance Documents.

The delegation may be made upon any terms and conditions (including the power to sub-delegate) and subject to any restrictions that the Security Agent may think fit in the interests of the Secured Parties and it shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of any delegate or sub-delegate.

Each Secured Party irrevocably authorises the Security Agent to execute any Security Document to which it is expressed to be a party on its behalf.

In relation to any Transaction Security, to the extent the Security Agent can hold such Transaction Security interest, on trust or otherwise, on behalf of and in favour of the Secured Parties under the governing law of such Transaction Security, each Secured Party authorises the Security Agent to hold such Transaction Security on behalf of and in favour of the Secured Parties.

the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent;

the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 26 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

the Recovering Finance Party shall, within (3) three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 26.5 (Partial payments).

On a distribution by the Facility Agent under Clause 25.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from the Borrower, as between the Borrower and the Recovering Finance

If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the Borrower shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

as between the Borrower and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed amount will be treated as not having been paid by the Borrower.

This Clause 25 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.

A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if: