Common use of APPOINTMENT OF A TRUSTEE Clause in Contracts

APPOINTMENT OF A TRUSTEE. 8.1 Within five (5) Working Days of the CMA notifying Korean Air in writing that it must do so, Korean Air shall propose to the CMA for approval: (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air and/or any individuals nominated pursuant to paragraph 8.1 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another EU member state; (b) such nominated individuals are each independent of Korean Air and of the Group of Interconnected Bodies Corporate to which Korean Air belong and of any Associated Person or Affiliate of Korean Air or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker to enter the London-Seoul City Pair pursuant to these undertakings, and, in the reasonable opinion of Korean Air, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 Within two (2) Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air and their proposed mandates pursuant to paragraph 8.1 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air shall use its best endeavours to appoint from the persons so approved one person to carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 above. 8.4 In the event that: (a) Korean Air fails to propose any person or persons in accordance with paragraph 8.1 above; or (b) none of the persons proposed by Korean Air pursuant to paragraph 8.1 are approved by the CMA; or (c) Korean Air is unable for any reason to appoint within the time limit stipulated in paragraph 8.3 above any such person following approval by the CMA, Korean Air shall use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air shall use its best endeavours to make such appointment within five (5) Working Days of receiving the nominations from the CMA. 8.5 The appointment of the Trustee pursuant to paragraph 8.3 or paragraph 8.4 above shall be irrevocable unless: (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 above, Korean Air shall, if requested to do so in writing by the CMA, use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air shall use its best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place.

APPOINTMENT OF A TRUSTEE. 8.1 4.1 The provisions of paragraph 4.1 to 4.7 below shall apply only as long as the Parties have not satisfied, or where the CMA has reasonable grounds for believing that the Parties will not satisfy, all or any part of the obligation to divest the Divestment Business in accordance with paragraph 2 above. 4.2 Within five (5) 5 Working Days of the CMA notifying Korean Air the Parties in writing that it must do so, Korean Air the Parties shall propose to the CMA for approval: (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air 4.3 The Parties and/or any individuals nominated pursuant to paragraph 8.1 4.2 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another EU member state; (b) such nominated individuals are each independent of Korean Air the Parties and of the Group of Interconnected Bodies Corporate to which Korean Air the Parties belong and of any Associated Person or Affiliate of Korean Air the Parties or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker Purchaser of the Divestment Business to enter the London-Seoul City Pair be sold pursuant to these undertakings, and, in the reasonable opinion of Korean Airthe Parties, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 4.4 Within two (2) 2 Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air the Parties and their proposed mandates pursuant to paragraph 8.1 4.2 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air the Parties shall use its their best endeavours to appoint from the persons so approved one person to carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 4.2 above. 8.4 4.5 In the event that: (a) Korean Air fails the Parties fail to propose any person or persons in accordance with paragraph 8.1 4.2 above; or (b) none of the persons proposed by Korean Air the Parties pursuant to paragraph 8.1 are 4.2 is approved by the CMA; or (c) Korean Air is the Parties are unable for any reason to appoint within the time limit stipulated in paragraph 8.3 4.4 above any such person following approval by the CMA, Korean Air the Parties shall use its their best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air The Parties shall use its their best endeavours to make such appointment within five (5) 5 Working Days of receiving the nominations from the CMA. 8.5 4.6 The appointment of the Trustee pursuant to paragraph 8.3 4.4 or paragraph 8.4 4.5 above shall be irrevocable unless: (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 4.7 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 4.6 above, Korean Air the Parties shall, if requested to do so in writing by the CMA, use its their best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air The Parties shall use its their best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place.

APPOINTMENT OF A TRUSTEE. 8.1 4.1 The provisions of paragraph 4.2 to paragraph 4.7 below shall apply only as long as AMC has not satisfied, or where the CMA has reasonable grounds for believing that AMC will not satisfy, all or any part of the obligation to divest the Divestment Business in accordance with paragraph 2 above. 4.2 Within five (5) 5 Working Days of the CMA notifying Korean Air AMC in writing that it must do so, Korean Air AMC shall propose to the CMA for approval: (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air 4.3 AMC and/or any individuals nominated pursuant to paragraph 8.1 4.2 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another EU member state; (b) such nominated individuals are each independent of Korean Air AMC and of the Group of Interconnected Bodies Corporate to which Korean Air belong AMC belongs and of any Associated Person or Affiliate of Korean Air AMC or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker Purchaser of the Divestment Business to enter the London-Seoul City Pair be sold pursuant to these undertakings, and, in the reasonable opinion of Korean AirAMC, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 4.4 Within two (2) 2 Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air AMC and their proposed mandates pursuant to paragraph 8.1 4.2 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air AMC shall use its best endeavours to appoint from the persons so approved one person to carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 4.2 above. 8.4 4.5 In the event that: (a) Korean Air AMC fails to propose any person or persons in accordance with paragraph 8.1 4.2 above; or (b) none of the persons proposed by Korean Air AMC pursuant to paragraph 8.1 are 4.2 is approved by the CMA; or (c) Korean Air AMC is unable for any reason to appoint within the time limit stipulated in paragraph 8.3 4.4 above any such person following approval by the CMA, Korean Air AMC shall use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air AMC shall use its best endeavours to make such appointment within five (5) 5 Working Days of receiving the nominations from the CMA. 8.5 4.6 The appointment of the Trustee pursuant to paragraph 8.3 4.4 or paragraph 8.4 4.5 above shall be irrevocable unless: (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 4.7 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 4.6 above, Korean Air AMC shall, if requested to do so in writing by the CMA, use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air AMC shall use its best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place.

APPOINTMENT OF A TRUSTEE. 8.1 ‌ 4.1 The provisions of paragraph 4.2 to paragraph 4.7 below shall apply only as long as the Parties have not satisfied, or where the CMA has reasonable grounds for believing that the Parties will not satisfy, all or any part of the obligation to divest the Divestment Business in accordance with paragraph 2 above. 4.2 Within five (5) 5 Working Days of the CMA notifying Korean Air the Parties in writing that it must do so, Korean Air the Parties shall propose to the CMA for approval:approval:‌ (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air 4.3 The Parties and/or any individuals nominated pursuant to paragraph 8.1 4.2 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another EU member state; (b) such nominated individuals are each independent of Korean Air the Parties and of the Group of Interconnected Bodies Corporate to which Korean Air the Parties belong and of any Associated Person or Affiliate of Korean Air the Parties or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker Purchaser of the Divestment Business to enter the London-Seoul City Pair be sold pursuant to these undertakings, and, in the reasonable opinion of Korean Airthe Parties, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 4.4 Within two (2) 2 Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air the Parties and their proposed mandates pursuant to paragraph 8.1 4.2 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air the Parties shall use its their best endeavours to appoint from the persons so so‌ approved one person to carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 4.2 above. 8.4 4.5 In the event that:that:‌ (a) Korean Air fails the Parties fail to propose any person or persons in accordance with paragraph 8.1 4.2 above; or (b) none of the persons proposed by Korean Air the Parties pursuant to paragraph 8.1 are 4.2 is approved by the CMA; or (c) Korean Air is the Parties are unable for any reason to appoint within the time limit stipulated in paragraph 8.3 4.4 above any such person following approval by the CMA, Korean Air The Parties shall use its their best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air The Parties shall use its their best endeavours to make such appointment within five (5) 5 Working Days of receiving the nominations from the CMA. 8.5 4.6 The appointment of the Trustee pursuant to paragraph 8.3 4.4 or paragraph 8.4 4.5 above shall be irrevocable unless:unless:‌ (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 4.7 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 4.6 above, Korean Air the Parties shall, if requested to do so in writing by the CMA, use its their best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air The Parties shall use its their best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place.place.‌

APPOINTMENT OF A TRUSTEE. 8.1 4.1 The provisions of paragraph 4.2 to paragraph 4.7 below shall apply only as long as Dover has not satisfied, or where the CMA has reasonable grounds for believing that Dover will not satisfy, all or any part of the obligation to divest the Divestment Business in accordance with paragraph 2 above. 4.2 Within five (5) 5 Working Days of the CMA notifying Korean Air Dover in writing that it must do so, Korean Air ▇▇▇▇▇ shall propose to the CMA for approval: (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air 4.3 Dover and/or any individuals nominated pursuant to paragraph 8.1 4.2 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another EU member state; (b) such nominated individuals are each independent of Korean Air Dover and of the Group of Interconnected Bodies Corporate to which Korean Air belong Dover belongs and of any Associated Person or Affiliate of Korean Air Dover or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker Purchaser of the Divestment Business to enter the London-Seoul City Pair be sold pursuant to these undertakings, and, in the reasonable opinion of Korean AirDover, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 4.4 Within two (2) 2 Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air ▇▇▇▇▇ and their proposed mandates pursuant to paragraph 8.1 4.2 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air Dover shall use its best endeavours to appoint from the persons so approved one person to carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 4.2 above. 8.4 4.5 In the event that: (a) Korean Air Dover fails to propose any person or persons in accordance with paragraph 8.1 4.2 above; or (b) none of the persons proposed by Korean Air Dover pursuant to paragraph 8.1 are 4.2 is approved by the CMA; or (c) Korean Air ▇▇▇▇▇ is unable for any reason to appoint within the time limit stipulated in paragraph 8.3 4.4 above any such person following approval by the CMA, Korean Air Dover shall use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air Dover shall use its best endeavours to make such appointment within five (5) 5 Working Days of receiving the nominations from the CMA. 8.5 4.6 The appointment of the Trustee pursuant to paragraph 8.3 4.4 or paragraph 8.4 4.5 above shall be irrevocable unless: (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 4.7 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 4.6 above, Korean Air Dover shall, if requested to do so in writing by the CMA, use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air Dover shall use its best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place.

APPOINTMENT OF A TRUSTEE. 8.1 4.1 The provisions of paragraph 4.2 to paragraph 4.7 below shall apply only as long as Dover has not satisfied, or where the CMA has reasonable grounds for believing that ▇▇▇▇▇ will not satisfy, all or any part of the obligation to divest the Divestment Business in accordance with paragraph 2 above. 4.2 Within five (5) 5 Working Days of the CMA notifying Korean Air Dover in writing that it must do so, Korean Air ▇▇▇▇▇ shall propose to the CMA for approval: (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air 4.3 Dover and/or any individuals nominated pursuant to paragraph 8.1 4.2 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another EU member state; (b) such nominated individuals are each independent of Korean Air Dover and of the Group of Interconnected Bodies Corporate to which Korean Air belong Dover belongs and of any Associated Person or Affiliate of Korean Air Dover or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker Purchaser of the Divestment Business to enter the London-Seoul City Pair be sold pursuant to these undertakings, and, in the reasonable opinion of Korean AirDover, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 4.4 Within two (2) 2 Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air ▇▇▇▇▇ and their proposed mandates pursuant to paragraph 8.1 4.2 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air Dover shall use its best endeavours to appoint from the persons so approved one person to carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 4.2 above. 8.4 4.5 In the event that: (a) Korean Air Dover fails to propose any person or persons in accordance with paragraph 8.1 4.2 above; or (b) none of the persons proposed by Korean Air Dover pursuant to paragraph 8.1 are 4.2 is approved by the CMA; or (c) Korean Air ▇▇▇▇▇ is unable for any reason to appoint within the time limit stipulated in paragraph 8.3 4.4 above any such person following approval by the CMA, Korean Air Dover shall use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air Dover shall use its best endeavours to make such appointment within five (5) 5 Working Days of receiving the nominations from the CMA. 8.5 4.6 The appointment of the Trustee pursuant to paragraph 8.3 4.4 or paragraph 8.4 4.5 above shall be irrevocable unless: (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 4.7 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 4.6 above, Korean Air Dover shall, if requested to do so in writing by the CMA, use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air Dover shall use its best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place.

APPOINTMENT OF A TRUSTEE. 8.1 ‌ 4.1 The provisions of paragraph 4.2 to paragraph 4.7 below shall apply only as long as Noble has not satisfied, or where the CMA has reasonable grounds for believing that ▇▇▇▇▇ will not satisfy, all or any part of the obligation to divest the Divestment Business in accordance with paragraph 2 above. 4.2 Within five (5) 5 Working Days of the CMA notifying Korean Air Noble in writing that it must do so, Korean Air ▇▇▇▇▇ shall propose to the CMA for approval:approval:‌ (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air 4.3 Noble and/or any individuals nominated pursuant to paragraph 8.1 4.2 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another EU member state; (b) such nominated individuals are each independent of Korean Air Noble, Maersk Drilling and of the Group of Interconnected Bodies Corporate to which Korean Air Noble and Maersk Drilling belong and of any Associated Person or Affiliate of Korean Air Noble, Maersk Drilling or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker Purchaser of the Divestment Business to enter the London-Seoul City Pair be sold pursuant to these undertakings, and, in the reasonable opinion of Korean AirNoble, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 4.4 Within two (2) 2 Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air ▇▇▇▇▇ and their proposed mandates pursuant to paragraph 8.1 4.2 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air Noble shall use its best endeavours to appoint from the persons so approved one person to to‌ carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 4.2 above. 8.4 4.5 In the event that:that:‌ (a) Korean Air ▇▇▇▇▇ fails to propose any person or persons in accordance with paragraph 8.1 4.2 above; or (b) none of the persons proposed by Korean Air ▇▇▇▇▇ pursuant to paragraph 8.1 are 4.2 is approved by the CMA; or (c) Korean Air ▇▇▇▇▇ is unable for any reason to appoint within the time limit stipulated in paragraph 8.3 4.4 above any such person following approval by the CMA, Korean Air Noble shall use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air Noble shall use its best endeavours to make such appointment within five (5) 5 Working Days of receiving the nominations from the CMA. 8.5 4.6 The appointment of the Trustee pursuant to paragraph 8.3 4.4 or paragraph 8.4 4.5 above shall be irrevocable unless:unless:‌ (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 4.7 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 4.6 above, Korean Air Noble shall, if requested to do so in writing by the CMA, use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air Noble shall use its best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place.place.‌

APPOINTMENT OF A TRUSTEE. 8.1 ‌ 4.1 The provisions of paragraph 4.2 to paragraph 4.7 below shall apply only as long as Noble has not satisfied, or where the CMA has reasonable grounds for believing that ▇▇▇▇▇ will not satisfy, all or any part of the obligation to divest the Divestment Business in accordance with paragraph 2 above. 4.2 Within five (5) 5 Working Days of the CMA notifying Korean Air Noble in writing that it must do so, Korean Air ▇▇▇▇▇ shall propose to the CMA for approval:approval:‌ (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air 4.3 Noble and/or any individuals nominated pursuant to paragraph 8.1 4.2 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another EU member state; (b) such nominated individuals are each independent of Korean Air Noble, Maersk Drilling and of the Group of Interconnected Bodies Corporate to which Korean Air Noble and Maersk Drilling belong and of any Associated Person or Affiliate of Korean Air Noble, Maersk Drilling or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker Purchaser of the Divestment Business to enter the London-Seoul City Pair be sold pursuant to these undertakings, and, in the reasonable opinion of Korean AirNoble, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 4.4 Within two (2) 2 Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air ▇▇▇▇▇ and their proposed mandates pursuant to paragraph 8.1 4.2 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air Noble shall use its best endeavours to appoint from the persons so approved one person to carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 above.4.2 above.‌ 8.4 4.5 In the event that:that:‌ (a) Korean Air ▇▇▇▇▇ fails to propose any person or persons in accordance with paragraph 8.1 4.2 above; or (b) none of the persons proposed by Korean Air ▇▇▇▇▇ pursuant to paragraph 8.1 are 4.2 is approved by the CMA; or (c) Korean Air ▇▇▇▇▇ is unable for any reason to appoint within the time limit stipulated in paragraph 8.3 4.4 above any such person following approval by the CMA, Korean Air Noble shall use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air Noble shall use its best endeavours to make such appointment within five (5) 5 Working Days of receiving the nominations from the CMA. 8.5 4.6 The appointment of the Trustee pursuant to paragraph 8.3 4.4 or paragraph 8.4 4.5 above shall be irrevocable unless:unless:‌ (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 4.7 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 4.6 above, Korean Air Noble shall, if requested to do so in writing by the CMA, use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air Noble shall use its best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place.place.‌

APPOINTMENT OF A TRUSTEE. 8.1 3.1 Within five (5) Working Days of the CMA notifying Korean Air Bouygues and Equans in writing that it they must do so, Korean Air Bouygues and Equans shall propose to the CMA for approval: (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air 3.2 Bouygues, Equans, and/or any individuals nominated pursuant to paragraph 8.1 3.1 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another EU member state; (b) such nominated individuals are each independent of Korean Air Bouygues and Equans, and of the Group of Interconnected Bodies Corporate to which Korean Air Bouygues and Equans belong and of any Associated Person or Affiliate of Korean Air Bouygues and Equans or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker to enter the London-Seoul City Pair pursuant to these undertakingsCorporate, and, in the reasonable opinion of Korean AirBouygues and Equans, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 3.3 Within two (2) Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air Bouygues and Equans and their proposed mandates pursuant to paragraph 8.1 3.1 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air Bouygues and Equans shall use its their best endeavours to appoint from the persons so approved one person to carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 3.1 above. 8.4 3.4 In the event that: (a) Korean Air Bouygues and/or Equans fails to propose any person or persons in accordance with paragraph 8.1 3.1 above; or; (b) none of the persons proposed by Korean Air ▇▇▇▇▇▇▇▇ and Equans pursuant to paragraph 8.1 3.1 are approved by the CMA; or (c) Korean Air is Bouygues and/or Equans are unable for any reason to appoint within the time limit stipulated in paragraph 8.3 3.3 above any such person following approval by the CMA, Korean Air Bouygues and Equans shall use its their best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air ▇▇▇▇▇▇▇▇ and Equans shall use its their best endeavours to make such appointment within five (5) Working Days of receiving the nominations from the CMA. 8.5 3.5 The appointment of the Trustee pursuant to paragraph 8.3 3.3 or paragraph 8.4 3.4 above shall be irrevocable unless: (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 3.6 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 3.5 above, Korean Air Bouygues and Equans shall, if requested to do so in writing by the CMA, use its their best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air ▇▇▇▇▇▇▇▇ and Equans shall use its their best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place.

APPOINTMENT OF A TRUSTEE. 8.1 3.1 Within five (5) Working Days of the CMA notifying Korean Air Bouygues and Equans in writing that it they must do so, Korean Air Bouygues and Equans shall propose to the CMA for approval: (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air 3.2 Bouygues, Equans, and/or any individuals nominated pursuant to paragraph 8.1 3.1 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another EU member state; (b) such nominated individuals are each independent of Korean Air Bouygues and Equans, and of the Group of Interconnected Bodies Corporate to which Korean Air Bouygues and Equans belong and of any Associated Person or Affiliate of Korean Air Bouygues and Equans or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker to enter the London-Seoul City Pair pursuant to these undertakingsCorporate, and, in the reasonable opinion of Korean AirBouygues and Equans, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 3.3 Within two (2) Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air Bouygues and Equans and their proposed mandates pursuant to paragraph 8.1 3.1 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air Bouygues and Equans shall use its their best endeavours to appoint from the persons so approved one person to carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 3.1 above. 8.4 3.4 In the event that: (a) Korean Air Bouygues and/or Equans fails to propose any person or persons in accordance with paragraph 8.1 3.1 above; or (b) none of the persons proposed by Korean Air ▇▇▇▇▇▇▇▇ and Equans pursuant to paragraph 8.1 paragraph 3.1 are approved by the CMA; or (c) Korean Air is Bouygues and/or Equans are unable for any reason to appoint within the time limit stipulated in paragraph 8.3 3.3 above any such person following approval by the CMA, Korean Air Bouygues and Equans shall use its their best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air ▇▇▇▇▇▇▇▇ and Equans shall use its their best endeavours to make such appointment within five (5) Working Days of receiving the nominations from the CMA. 8.5 3.5 The appointment of the Trustee pursuant to paragraph 8.3 3.3 or paragraph 8.4 3.4 above shall be irrevocable unless: (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 3.6 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 3.5 above, Korean Air Bouygues and Equans shall, if requested to do so in writing by the CMA, use its their best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air ▇▇▇▇▇▇▇▇ and Equans shall use its their best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place.

APPOINTMENT OF A TRUSTEE. 8.1 5.1 The provisions of paragraph 5.2 to paragraph 5.7 below shall apply only as long as Adevinta and/or eBay have not satisfied, or where the CMA has reasonable grounds for believing that Adevinta and/or eBay will not satisfy, all or any part of the obligation to divest the Divestment Businesses in accordance with paragraphs 2 and 3 above. 5.2 Within five (5) Working Days of the CMA notifying Korean Air Adevinta and/or eBay in writing that it must do so, Korean Air Adevinta and/or eBay shall propose to the CMA for approval: (a) the names of at least two (2) individuals to exercise the Trustee Functions; and (b) the full terms of a mandate in accordance with which the Trustee shall carry out the Trustee Functions. 8.2 Korean Air 5.3 Adevinta, eBay and/or any individuals nominated pursuant to paragraph 8.1 5.2 shall satisfy the CMA that, save as required or permitted by the CMA: (a) such nominated individuals have the necessary qualifications to carry out their mandates, and are employees or partners of an investment bank, retail bank, commercial property agent, building society or law firm or accountancy firm with an established reputation either nationwide or in a substantial part of the UK or in another an EU member state; (b) such nominated individuals are each independent of Korean Air Adevinta, eBay and of the Group of Interconnected Bodies Corporate to which Korean Air Adevinta and eBay belong and of any Associated Person or Affiliate of Korean Air Adevinta, eBay or of such Group of Interconnected Bodies Corporate and of any Proposed Remedy Taker Purchaser of the Divestment Businesses to enter the London-Seoul City Pair be sold pursuant to these undertakings, and, in the reasonable opinion of Korean AirAdevinta, are appropriate to be appointed as Trustee; and (c) such nominated individuals neither are, nor are likely to become, exposed, either directly or indirectly, to a conflict of interest that impairs or may be likely to impair their objectivity or independence in discharging the Trustee Functions. 8.3 5.4 Within two (2) Working Days of the CMA approving, at its discretion, one or more of the persons nominated by Korean Air ▇▇▇▇▇▇▇▇ and/or eBay and their proposed mandates pursuant to paragraph 8.1 5.2 above, and subject to any modifications the CMA deems necessary for the Trustee to carry out the Trustee Functions, Korean Air Adevinta and/or eBay shall use its best endeavours to appoint from the persons so approved one person to carry out the Trustee Functions in accordance with the mandate approved by the CMA pursuant to paragraph 8.1 5.2 above. 8.4 5.5 In the event that: (a) Korean Air Adevinta and/or eBay fails to propose any person or persons in accordance with paragraph 8.1 5.2 above; or (b) none of the persons proposed by Korean Air ▇▇▇▇▇▇▇▇ and/or eBay pursuant to paragraph 8.1 are 5.2 is approved by the CMA; or (c) Korean Air Adevinta and/or eBay is unable for any reason to appoint within the time limit stipulated in paragraph 8.3 5.4 above any such person following approval by the CMA, Korean Air Adevinta and/or eBay shall use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions on the terms of a mandate approved by the CMA. Korean Air Adevinta and/or eBay shall use its best endeavours to make such appointment within five (5) Working Days of receiving the nominations from the CMA. 8.5 5.6 The appointment of the Trustee pursuant to paragraph 8.3 5.4 or paragraph 8.4 5.5 above shall be irrevocable unless: (a) a conflict of interest that impairs or may be likely to impair the objectivity or independence of the Trustee in discharging the Trustee Functions arises; (b) the Trustee ceases to perform the Trustee Functions; or (c) the CMA is otherwise satisfied that there is good cause for the appointment to be terminated in advance of the satisfactory fulfilment of the Trustee Functions. 8.6 5.7 In the event that the appointment of the Trustee is terminated in accordance with paragraph 8.5 5.6 above, Korean Air Adevinta and/or eBay shall, if requested to do so in writing by the CMA, use its best endeavours to appoint from persons nominated by the CMA one person to carry out the Trustee Functions in accordance with such mandate as is approved by the CMA. Korean Air Adevinta and/or eBay shall use its best endeavours to make such appointment within seven (7) Working Days of receiving the nominations from the CMA. Where required by the CMA, the outgoing Trustee shall continue as Trustee until a new Trustee is in place and a full handover of all relevant information has taken place. 5.8 The obligations in section 5 (Appointment of a Trustee) shall cease to apply to eBay following completion of the Transaction.