Common use of Certain Funds Clause in Contracts

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary, during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: (i) no Certain Funds Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement. (b) During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Period; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Period.

Certain Funds. (a) Subject to Section Notwithstanding the conditions set forth in Sections 4.01 and notwithstanding the conditions of Section 4.02 and or any other provision of any Loan Document provisions to the contrarycontrary in the Loan Documents, during the Certain Funds Period, (i) each Lender will only be obliged required to make its initial Credit Extension hereunder [Acquisition]difr Term Loans and (ii) the Collateral Agent will only be required to release amounts from the Certain Funds Lock-Box Account to BidCo if: (i) , in each case, as of the date of the applicable Committed Loan Notice, the Funding Date and the date on which any funds are to be released from the Certain Funds Lock-Box Account, as applicable, no Certain Funds Major Default is continuing or would result from the making proposed [Acquisition]difr Term Borrowing or the release of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject funds to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this AgreementBidCo. (b) During Subject to the conditions set forth in Sections 4.01 and 4.02, as applicable, during the Certain Funds Period (save in circumstances wherePeriod, pursuant to Section 4.03(a) aboveso long as no Certain Funds Major Default is continuing or would result from the proposed Term Borrowing, a no Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to (nor shall any Lender be entitled to request the Administrative Agent to:): (i) cancel any of terminate its Term Commitments hereunder to the extent to do so such termination would prevent or limit the making of any Loans during the Certain Funds Perioda Term Loan; (ii) rescind, terminate or cancel this Agreement or any of the Term Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Perioda Term Loan; (iii) refuse to participate in the making of any Loans during the Certain Funds Periodfund a Term Loan; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Term Loan to the extent to do so would prevent or limit the making of any Loans during a Term Loan (other than set-off in respect of fees, costs and expenses as agreed in the Certain Funds PeriodFlow Statement); or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so such action would prevent or limit the making of any Loans during the Certain Funds Perioda Term Loan; provided that immediately upon the end of the Certain Funds Period Period, subject to the express provisions of the Loan Documents Documents, all such rights, remedies and entitlements shall be available to the Administrative Agent or the Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Period.

Certain Funds. Notwithstanding any term of the Finance Documents (aother than Clause 3.1 (Purpose) Subject to Section 4.01 and notwithstanding the conditions 9.2 (Change of Section 4.02 and any other provision of any Loan Document to the contrarycontrol)), each Finance Party agrees that during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder ifthe Finance Parties shall not: (ia) no Certain Funds Default is continuing be entitled to refuse to participate in or would result from make available any Acquisition Utilisation, whether by cancellation, rescission or termination or similar right or remedy (whether under the making Finance Documents or under any applicable law) which it may have in relation to an Acquisition Utilisation (including by invoking any conditions set out in Clause 4.1 in respect of the Loanscompliance with sub-paragraphs 4(a) and (b), 5(d) and 6(b) of Part I of Schedule 2, and Clause 4.3 (Further Conditions Precedent)); (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement. (b) During make or enforce any claims they may have under the Certain Funds Period (save in circumstances where, pursuant Finance Documents if the effect of such claim or enforcement would be to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans Acquisition Utilisation during the Certain Funds Period; (iic) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Period; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) otherwise exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent if to do so would prevent or limit the making of any Loans during the Certain Funds PeriodAcquisition Utilisation; or (vd) cancel, accelerate or cause repayment or prepayment of any Facility or other amounts owing hereunder or under any other Loan Document to the extent Finance Documents if to do so would prevent or limit the making of any Loans during the Acquisition Utilisation, in each case unless (a) a Certain Funds Period; Default has occurred and is continuing or would result from the making of an Acquisition Utilisation, (b) a Certain Funds Representation is incorrect or misleading when made or deemed to be made or (c) a Lender is entitled to do so by virtue of the provisions of Clause 9.1 (Illegality of a Lender) provided that immediately upon the end expiry of the Certain Funds Period subject to the express provisions of the Loan Documents all such rights, remedies and entitlements shall be available to the Administrative Agent or Lenders (subject to Clause 24.17 (Clean Up Period)) notwithstanding that such rights, remedies and entitlements they may not have been used or been available for use during the Certain Funds Period.

Certain Funds. (a) Subject Notwithstanding anything to the contrary in this Section 4.01 and notwithstanding the conditions of Section 4.02 and 6 or any other provision of any in a Loan Document to the contrary, during the Certain Funds Period, the obligation of each Lender will only be obliged to make its initial Credit Extension hereunder if:a Loan on the occasion of any Borrowing which is a Certain Funds Loan is subject only to the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2 and receipt of the request therefor in accordance herewith and to the satisfaction or waiver of the following conditions (and for the avoidance of doubt Section 6.3 shall not apply to a Certain Funds Loan): (i) no Certain Funds Major Event of Default is continuing outstanding or would result from the making of the Loansany such Borrowing; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for the Borrower to exercise any of its Borrowing rights or a Lender to perform any of its lending obligations under this Agreement, in each case in respect of such Certain Funds Loan; provided that, if it is unlawful for a Lender to perform its lending obligations in respect of such Certain Funds Loans, this in itself will not preclude each other Lender from performing its lending obligations in respect of such Certain Funds Loans; and (iii) the Borrower shall not have cancelled or rescinded this Agreement. (b) During Unless any of the conditions set out in Sections 6.4(a)(i) to (iii) (inclusive) is not satisfied or waived at the relevant time, during the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders or the Agents shall be entitled to: (i) cancel any of its Commitments hereunder to the extent that to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan under and as defined in this Agreement; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent that to do so would prevent or limit the making of making of any Loans during the a Certain Funds PeriodLoan or the utilization thereof for a Permitted Purpose under and as defined in this Agreement; (iii) refuse to participate in the making of any Loans during the a Certain Funds PeriodLoan or the utilization thereof for a Permitted Purpose under and as defined in this Agreement; (iv) exercise any right of set-off setoff or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do that so doing would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan or the utilization thereof for a Permitted Purpose under and as defined in this Agreement; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do that so doing would prevent or limit the making of a Certain Funds Loan or the utilization thereof for a Permitted Purpose under and as defined in this Agreement. Nothing in this Section 6.4 will affect the rights of any Loans of the Lenders, the Senior Administrative Agent or the Senior Collateral Agent in respect of any Event of Default not cured or waived at the expiry of the Certain Funds Period, irrespective of whether any Event of Default occurred during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Periodnot.

Certain Funds. (a) Subject to Notwithstanding the conditions set forth in Section 4.01 and notwithstanding the conditions of Section 4.02 and or any other provision of any Loan Document provisions to the contrarycontrary in the Loan Documents, during the Certain Funds Period, each Lender will only be obliged required to make its initial Credit Extension hereunder if: (i) Term Loan if as of the date of the applicable Committed Loan Notice and date of the Term Borrowing, no Certain Funds Major Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreementproposed Term Borrowing. (b) During Subject to the conditions set forth in Section 4.01, during the Certain Funds Period (save in circumstances wherePeriod, pursuant to Section 4.03(a) aboveso long as no Certain Funds Major Default is continuing or would result from the proposed Term Loans, a no Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to (nor shall any Lender be entitled to request the Administrative Agent to:): (i) cancel any of terminate its Commitments hereunder Term Commitment to the extent to do so such termination would prevent or limit the making of any Loans during the Certain Funds Perioda Term Loan; (ii) rescind, terminate or cancel this Agreement or any of the Term Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Perioda Term Loan; (iii) refuse to participate in the making of any Loans during the Certain Funds Periodfund a Term Loan; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Term Loan to the extent to do so would prevent or limit the making of any Loans during a Term Loan (other than set-off in respect of fees, costs and expenses as agreed in the Certain Funds PeriodFlow Statement); or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so such action would prevent or limit the making of any Loans during the Certain Funds Perioda Term Loan; provided that immediately upon the end of the Certain Funds Period Period, subject to the express provisions of the Loan Documents Documents, all such rights, remedies and entitlements shall be available to the Administrative Agent or the Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Period.

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary, during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: (i) no Certain Funds Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement. (b) During the Certain Funds Period each Lender agrees that it will: (save a) comply with any duly completed Utilisation Request for a Utilisation under the Facilities for the purposes of financing the Acquisition or making other payments in circumstances where, pursuant respect of the Acquisition in an amount up to Section 4.03(athe Commitment for the Facilities available for the Acquisition (a "Certain Funds Utilisation"); and (b) above, a Lender is not obliged to make its initial Credit Extension), none exercise any rights which exist in favour of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder Commitment to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodUtilisation; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder Facilities or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the a Certain Funds PeriodUtilisation; (iii) refuse to make available or participate in a Utilisation under the making of any Loans during the Facilities in relation to a Certain Funds PeriodUtilisation; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan any Utilisation to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodUtilisation; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document the Facilities to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds Period; provided that immediately upon Utilisation, unless at the end time of the Certain Funds Period subject Utilisation Request or on the proposed Utilisation Date for the utilisation: (A) clause 4.1 (Initial Conditions Precedent) has not been satisfied; (B) a Major Representation in respect of an Obligor or the Target is untrue or misleading in any material respect (whether by omission or otherwise) or unable to be made for any reason; (C) a Major Default in respect of an Obligor or the Target is subsisting or would result from the Utilisation being made; (D) an event has occurred under the Sale and Purchase Agreement which permits the Company or the Borrower to issue a notice of termination in respect of the Sale and Purchase Agreement or terminate the Sale and Purchase Agreement; (E) a mandatory prepayment event has occurred under clause 9.4 (Other mandatory prepayment events) of this Agreement; (F) the Borrower has not provided evidence to the express provisions Agent that it holds (or will hold, immediately before completion) sufficient cleared funds in the Borrower's bank accounts (together with cleared funds in the Company bank accounts available for such purpose or a Glencore Operations Australia Pty Limited account nominated by the Borrower) to pay in full the purchase price under the Sale and Purchase Agreement in order to complete the Acquisition; or (G) it is unlawful for any of the Loan Lenders to perform any of its obligations under the Finance Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the any reason. (c) In this paragraph 4.5 (Certain Funds Period.Funds):

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary, during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: (i) no Certain Funds Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement. (b) During the Certain Funds Period each Lender agrees that it will: (save a) comply with any duly completed Utilisation Request for the Utilisation under the Facility for the purposes of financing the Acquisition or making other payments in circumstances where, pursuant respect of the Acquisition in accordance with Clause 3.1 (Purpose) in an amount up to Section 4.03(athe Total Commitment for (a Certain Funds Utilisation); and (b) above, a Lender is not obliged to make its initial Credit Extension), none exercise any rights which exist in favour of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder Commitment to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodUtilisation; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder Facility or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the a Certain Funds PeriodUtilisation; (iii) refuse to make available or participate in the making of any Loans during Utilisation under the Facility in relation to a Certain Funds Period;Utilisation; Loan Note Subscription Agreement | DLA Piper | 46 (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan the Utilisation to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodUtilisation; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document the Facility to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodUtilisation, unless at the time of the Utilisation Request or on the proposed Utilisation Date for the utilisation: (A) clause 4.1 (Initial conditions precedent) has not been satisfied; (B) a Major Representation in respect of an Obligor or the Target is untrue or misleading in any material respect (whether by omission or otherwise) or unable to be made for any reason; (C) a Major Default in respect of an Obligor or the Target is subsisting or would result from the Utilisation being made; (D) an event has occurred under the Sale and Purchase Agreement which permits MAC, the Company or the Borrower to issue a notice of termination in respect of the Sale and Purchase Agreement or terminate the Sale and Purchase Agreement; (E) a mandatory prepayment event has occurred under clause 7.3 (Other mandatory prepayment events) of this Agreement; (F) the Borrower has not provided evidence to the Agent that it holds (or will hold, immediately before completion) sufficient cleared funds in: (1) the Borrower's bank accounts (together with cleared funds in the Company bank accounts available for such purpose); provided and (2) bank accounts of Glencore Operations Australia Pty Limited that immediately upon are nominated by the Borrower under the Sale and Purchase Agreement to receive, in whole or in part, the purchase price under the Sale and Purchase Agreement and in respect of which the Borrower has the right to request repayment of such proceeds should Completion not occur by the end of the Certain Funds Period subject Period, to pay in full the express provisions purchase price under the Sale and Purchase Agreement in order to complete the Acquisition; or (G) it is unlawful for any of the Loan Lenders to perform any of its obligations under the Finance Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Periodany reason. (c) In this clause 4.5:

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions Notwithstanding any term of Section 4.02 and any other provision of any Loan Document to the contrarythis Agreement, during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: (i) Period no Certain Funds Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement. (b) During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to: (i) cancel refuse to participate in or make available any of its Commitments hereunder Offer Loan or any Revolving Credit Loan made to refinance the extent to do so would prevent or limit the making of any Loans during the Certain Funds PeriodExisting Facility; (ii) rescindcancel any A Term Loan, terminate B Term Loan or cancel this Agreement C Term Loan Commitment or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or Revolving Credit Commitment in respect of a refinancing of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds PeriodExisting Facility; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) exercise any right of set-off or counterclaim rescission or similar right or remedy which it may exercise have in respect relation to any Offer Loan or any Revolving Credit Loan made to refinance the Existing Facility; or (iv) accelerate or cause repayment of or set-off any claim of a Borrower against the obligation of a Lender to make any Offer Loan or any Revolving Credit Loan made to refinance the Existing Facility, except as provided below in this Subclause. (b) Paragraph (a) does not apply if the entitlement arises because: (i) the Company has not delivered all of the documents required under this Clause 4 or Part 1 of Schedule 2 (Conditions Precedent Documents) (other than item E.1 of Part 1 of Schedule 2) in form and substance satisfactory to the extent to do so would prevent Facility Agent; (ii) a Major Representation is not correct or limit will not be correct immediately after the Offer Loan is made; (iii) a Major Default is outstanding or will result from the making of the Offer Loan or a Revolving Credit Loan made to refinance the Existing Facility provided that any Loans rights the Lenders would have under Clause 24 (Default) upon expiry of the Certain Funds Period as a result of an Event of Default (not constituting a Major Default) which has occurred during the Certain Funds PeriodPeriod shall be disregarded when determining whether an Event of Default set out in Clause 24.10(a) (Insolvency Proceedings) would result from the making of the Offer Loan or a Revolving Credit Loan and shall not give rise to any right of any Lender not to participate in any such Loan; (iv) an unlawful distribution referred to in Clause 11.3 (Unlawful Distributions (Unerlaubte Entnahme)) has been made after 31 December 2005; or (v) cancel, accelerate or cause repayment or prepayment the Lender is prohibited by law (in particular embargo rules) to provide financing to the Borrowers. (c) Nothing in this Subclause will affect the rights of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making Finance Party in respect of any Loans during the Certain Funds Period; provided that immediately outstanding Default upon the end expiry of the Certain Funds Period subject to irrespective of whether that Default occurred during the express provisions Certain Funds Period or not. (d) Section 490, first paragraph of the Loan Documents all rights, remedies and entitlements German Civil Code (Bürgerliches Gesetzbuch) shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use apply during the Certain Funds Period.

Certain Funds. (a) Subject to Notwithstanding the conditions set forth in Section 4.01 and notwithstanding the conditions of Section 4.02 and or any other provision of any Loan Document provisions to the contrarycontrary in the Loan Documents, during the Certain Funds Period, each Lender will only be obliged required to make its initial Credit Extension hereunder if: (i) Term Loan if as of the date of the applicable Committed Loan Notice and the Funding Date, no Certain Funds Major Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreementproposed Term Borrowing. (b) During Subject to the conditions set forth in Section 4.01, during the Certain Funds Period (save in circumstances wherePeriod, pursuant to Section 4.03(a) aboveso long as no Certain Funds Major Default is continuing or would result from the proposed Term Loans, a no Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to (nor shall any Lender be entitled to request the Administrative Agent to:): (i) cancel any of terminate its Commitments hereunder Term Commitment to the extent to do so such termination would prevent or limit the making of any Loans during the Certain Funds Perioda Term Loan; (ii) rescind, terminate or cancel this Agreement or any of the Term Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Perioda Term Loan; (iii) refuse to participate in the making of any Loans during the Certain Funds Periodfund a Term Loan; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Term Loan to the extent to do so would prevent or limit the making of any Loans during a Term Loan (other than set-off in respect of fees, costs and expenses as agreed in the Certain Funds PeriodFlow Statement); or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so such action would prevent or limit the making of any Loans during the Certain Funds Perioda Term Loan; provided that immediately upon the end of the Certain Funds Period Period, subject to the express provisions of the Loan Documents Documents, all such rights, remedies and entitlements shall be available to the Administrative Agent or the Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Period.

Certain Funds. During the period from and including the Effective Date to and including the earlier of (ax) Subject to Section 4.01 11:59:59 P.M. (New York City time) on the Initial Term Loan Commitment Expiration Date and notwithstanding (y) the conditions funding of Section 4.02 and any other provision of any Loan Document to the contrary, during Initial Term Loans on the Closing Date (the “Certain Funds Period”), each Lender will only be obliged to make its initial Credit Extension hereunder if: and notwithstanding (i) no Certain Funds Default is continuing or would result from that any representation made on the making of Effective Date (excluding the Loans; Specified Representations made on the Closing Date to the extent constituting a condition precedent to the occurrence thereof) was incorrect, (ii) all Certain Funds Representations of any failure by the Borrower are true in all respects or in to comply with the case of such representations affirmative covenants, negative covenants and warranties which are not otherwise subject financial covenant to a materiality threshold or qualification in accordance with its termsthe extent then applicable, are correct in all material respects; and (iii) it is not unlawful for a Lender any provision to perform the contrary in this Agreement or otherwise or (iv) that any of its obligations under this Agreement. (b) During condition to the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none occurrence of the Lenders Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Term Lender shall be entitled to: to (i1) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; Term Loan Commitments, (ii2) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under this Agreement, the Notes, any related fee letter or in respect of the Loan Documents otherwise that it may have to the extent to do so would prevent prevent, limit or limit delay the making of making of any its Term Loans during on the Certain Funds Period; Closing Date, (iii3) refuse to participate in making its Term Loans on the making of any Loans during Closing Date; provided that the Certain Funds Period; conditions precedent in Section 3.02 have been satisfied or waived, or (iv4) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan its Term Loans to the extent to do so would prevent prevent, limit or limit delay the making of its Term Loans on the Closing Date. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Term Lenders and the Administrative Agent shall not be limited in the event that any Loans during condition precedent set forth in Section 3.02 is not satisfied or waived on the Closing Date (other than, if such conditions have been satisfied or waived on or prior to the Closing Date, the conditions precedent set forth in Section 3.01) and (B) immediately after the expiration of the Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end all of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements of the Administrative Agent and the Term Lenders shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may rights were not have been used or been available for use during prior to such time as a result of the Certain Funds Periodforegoing.

Certain Funds. Notwithstanding (ax) Subject anything to the contrary in this Agreement or any other Loan Document or (y) that any condition set forth in Section 4.01 and notwithstanding the conditions of or Section 4.02 and any other provision of any Loan Document may subsequently be determined not to the contraryhave been satisfied, during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: Period (unless (i) no a Certain Funds Default has occurred and is continuing or or, in respect of clause (a) below, would result from the making of the Loans; therefrom or (ii) all Certain Funds Representations in respect of clause (a) below, the Borrower are true conditions set forth in all respects or in the case of such representations and warranties which Section 4.02, as applicable, are not otherwise subject to a materiality threshold satisfied or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful becomes illegal for a any Lender to perform maintain its Commitment; provided that such Lender has used commercially reasonable efforts to maintain its Commitment through an Affiliate of such Lender not subject to a legal restriction and that the occurrence of such event in relation to one Lender shall not enable any of other Lender to cancel its Commitment), each Lender shall comply with its obligations to fund Bridge Term Loans under this Agreement.Agreement and no Lender shall: (a) refuse to participate in or make available its participation in any Certain Funds Credit Extension; (b) During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodCredit Extension; (iic) rescind, terminate or cancel this Agreement or any of the its Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the a Certain Funds PeriodCredit Extension; (iiid) refuse exercise any right, power or discretion to participate in terminate or cancel the making of obligation to make available any Loans during the Certain Funds PeriodCredit Extension; (ive) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a any Certain Funds Credit Extension (other than set-off in respect of fees as agreed in the applicable funds flow document); or (f) take any steps to seek any repayment or prepayment of any Loan made hereunder in any way to the extent to do so would prevent or limit the making of any Loans during a Certain Funds Credit Extension; in each case, (i) unless a Certain Funds Default has occurred and is continuing on the date, or would result from the making, of such Certain Funds Credit Extension or (ii) except to the extent it is illegal for such Lender to make such Certain Funds Credit Extension, provided that (x) such Lender has used commercially reasonable efforts to make the Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment Credit Extension through an Affiliate of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period such Lender not subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Period.respective legal restriction and

Certain Funds. (a) Subject to Notwithstanding Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary4.03, during the Certain Funds Period, the obligation of each Lender will only be obliged to make its initial Credit Extension hereunder if:a Loan on the occasion of any Borrowing, which is a Certain Funds Loan is subject only to the satisfaction or waiver of the conditions set forth in Sections 4.01 and 4.02 and receipt of the request therefor in accordance herewith and to the satisfaction or waiver of the following conditions (and for the avoidance of doubt Sections 4.03 shall not apply to a Certain Funds Loan): (i) no Certain Funds Major Event of Default is continuing outstanding or would result from the making of the Loansany such Borrowing; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for the Borrower to exercise any of its Borrowing rights or a Lender to perform any of its lending obligations under this Agreement, in each case in respect of such Certain Funds Loan; provided that, if a Lender is unable to perform its lending obligations in respect of such Certain Funds Loans, this in itself will not preclude any other Lender from performing its lending obligations in respect of such Certain Funds Loans; and (iii) the Borrower shall not have cancelled or rescinded this Agreement. (b) During Unless any of the conditions set out in Sections 4.04(a)(i) to (iii) (inclusive) is not satisfied or waived at the relevant time, during the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders Lenders, the Administrative Agent, the Collateral Agent, the Arranger, the Syndication Agent or any Joint Bookrunning Manager shall be entitled to: (i) cancel any of its Commitments hereunder to the extent that to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan under and as defined in each of the Bridge Loan Agreement, the Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement); (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder Facilities under this Agreement or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent that to do so would prevent or limit the making of making of any Loans during the a Certain Funds PeriodLoan under and as defined in each of the Bridge Loan Agreement, the Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement); (iii) refuse to participate in the making of any Loans during the a Certain Funds PeriodLoan or utilization thereof; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do that so doing would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan under and as defined in each of the Bridge Loan Agreement, the Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement); or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do that so doing would prevent or limit the making of a Certain Funds Loan under and as defined in each of the Bridge Loan Agreement, the Credit Agreement, this Agreement or pursuant to any Loans Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement). Nothing in this Section 4.04 will affect the rights of any of the Lenders, the Administrative Agent or the Collateral Agent, in respect of any outstanding Event of Default upon expiry of the Certain Funds Period, irrespective of whether any Event of Default occurred during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Periodnot.

Certain Funds. Notwithstanding any term of the Finance Documents (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrarythan Clause 3.1 (Purpose)), each Finance Party agrees that during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder ifthe Finance Parties shall not: (ia) no Certain Funds Default is continuing be entitled to refuse to participate in or would result from make available any Acquisition Utilisation (other than any to be made prior to the making of Unconditional Date), whether by cancellation, rescission or termination or similar right or remedy (whether under the Finance Documents or under any applicable law) which it may have in relation to an Acquisition Utilisation or otherwise (including by invoking any conditions set out in Clause 4.1 (Initial Conditions Precedent) and Clause 4.2 (Further Conditions Precedent)) provided that this Clause 4.3 shall not apply to any Refinancing Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement.or (b) During make or enforce any claims they may have under the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none Finance Documents if the effect of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so such claim or enforcement would prevent or limit the making of any Loans Acquisition Utilisation during the Certain Funds Period;; or (iic) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Period; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) otherwise exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent if to do so would prevent or limit the making of any Loans during the Certain Funds PeriodAcquisition Utilisation; or (vd) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder Facility. in each case unless (a) a Major Default has occurred and is continuing or under any other Loan Document would result from the making of an Acquisition Utilisation, (b) a Major Representation is incorrect or misleading when made or deemed to the extent be made or (c) a Lender is entitled to do so would prevent or limit by virtue of the making provisions of any Loans during the Certain Funds Period; Clause 9.1 (Illegality of a Lender) provided that immediately upon the end expiry of the Certain Funds Period subject to the express provisions of the Loan Documents all such rights, remedies and entitlements shall be available to the Administrative Agent or Lenders (subject to Clause 24.17 (Clean Up Period)) notwithstanding that such rights, remedies and entitlements they may not have been used or been available for use during the Certain Funds Period.

Certain Funds. (a) Subject to Section 4.01 Sections 10 and 11 above, notwithstanding any Default or Event of Default and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary, during the Certain Funds Period, each Acquisition Lender will only shall be obliged to make its initial Credit Extension hereunder Acquisition Term Loans on the Acquisition Term Loan Closing Date if: (i) no Certain Funds Major Default has occurred and is continuing or would result from the making of the Loans;continuing; and (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful illegal for a Lender the Acquisition Lenders to perform any of its their respective obligations under this Agreementhereunder or to fund the Acquisition Term Loans. (b) During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension)Period, none of the Acquisition Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the Certain Funds PeriodAcquisition Term Loan Commitment; (ii) rescind, terminate or cancel this Agreement Incremental Amendment or any of the Commitments its Acquisition Term Loan Commitment hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds PeriodAcquisition Term Loans; (iii) refuse to participate in the making of any Acquisition Term Loans during (except in circumstances where, pursuant to Section 12(a) above, an Acquisition Lender is not obliged to make its Acquisition Term Loans on the Certain Funds Period;Acquisition Term Loan Closing Date); and (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a an Acquisition Term Loan to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds PeriodAcquisition Term Loans.

Certain Funds. (a) Subject Notwithstanding anything to the contrary in this Section 4.01 and notwithstanding the conditions of Section 4.02 and 5 or any other provision of any in a Loan Document to the contrary, during the Certain Funds Period, the obligation of each Lender will only be obliged to make its initial Credit Extension hereunder if:a Term Loan on the occasion of any Borrowing which is a Certain Funds Loan is subject only to the satisfaction or waiver of the conditions set forth in Sections 5.1 and 5.2 and receipt of the request therefor in accordance herewith and to the satisfaction or waiver of the following conditions (and for the avoidance of doubt Section 5.3 shall not apply to a Certain Funds Loan): (i) no Certain Funds Major Event of Default is continuing outstanding or would result from the making of the Loansany such Borrowing; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for the Borrowers to exercise any of their Borrowing rights or a Lender to perform any of its lending obligations under this Agreement, in each case in respect of such Certain Funds Loan; provided that, if it is unlawful for a Lender to perform its lending obligations in respect of such Certain Funds Loans, this in itself will not preclude each other Lender from performing its lending obligations in respect of such Certain Funds Loans; and (iii) neither Borrower shall have cancelled or rescinded this Agreement. (b) During Unless any of the conditions set out in Sections 5.4(a)(i) to (iii) (inclusive) is not satisfied or waived at the relevant time, during the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders or the Agents shall be entitled to: (i) cancel any of its Commitments hereunder to the extent that to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan under and as defined in this Agreement; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent that to do so would prevent or limit the making of making of any Loans during the a Certain Funds PeriodLoan or the utilization thereof for a Permitted Purpose under and as defined in this Agreement; (iii) refuse to participate in the making of any Loans during the a Certain Funds PeriodLoan or the utilization thereof for a Permitted Purpose under and as defined in this Agreement; (iv) exercise any right of set-off setoff or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do that so doing would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan or the utilization thereof for a Permitted Purpose under and as defined in this Agreement; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do that so doing would prevent or limit the making of a Certain Funds Loan or the utilization thereof for a Permitted Purpose under and as defined in this Agreement. Nothing in this Section 5.4 will affect the rights of any Loans of the Lenders or the Interim Administrative Agent in respect of any Event of Default not cured or waived at the expiry of the Certain Funds Period, irrespective of whether any Event of Default occurred during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Periodnot.

Certain Funds. (a) Subject to Notwithstanding Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary4.03, during the Certain Funds Period, the obligation of each Lender will only be obliged to make its initial Credit Extension hereunder if:a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, which is a Certain Funds Loan is subject only to the satisfaction or waiver of the conditions set forth in Sections 4.01 and 4.02 and receipt of the request therefor in accordance herewith and to the satisfaction or waiver of the following conditions (and for the avoidance of doubt Sections 4.03 shall not apply to a Certain Funds Loan): (i) no Certain Funds Major Event of Default is continuing outstanding or would result from the making of the Loansany such Borrowing; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for the Borrower to exercise any of its Borrowing rights or a Lender to perform any of its lending obligations under this Agreement, in each case in respect of such Certain Funds Loan; provided that, if a Lender is unable to perform its lending obligations in respect of such Certain Funds Loans, this in itself will not preclude any other Lender from performing its lending obligations in respect of such Certain Funds Loans; and (iii) the Borrower shall not have cancelled or rescinded this Agreement. (b) During Unless any of the conditions set out in Sections 4.04(a)(i) to (iii) (inclusive) is not satisfied or waived at the relevant time, during the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders Lenders, the Administrative Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank, the Arranger, the Syndication Agent or any Joint Bookrunning Manager shall be entitled to: (i) cancel any of its Commitments hereunder to the extent that to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan under and as defined in each of the Bridge Loan Agreement, the Tranche C Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement); (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder Facilities under this Agreement or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent that to do so would prevent or limit the making of making of any Loans during the a Certain Funds PeriodLoan under and as defined in each of the Bridge Loan Agreement, the Tranche C Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement); (iii) refuse to participate in the making of any Loans during the a Certain Funds PeriodLoan or utilization thereof; (iv) exercise any right of set-off setoff or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do that so doing would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan under and as defined in each of the Bridge Loan Agreement, the Tranche C Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement); or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do that so doing would prevent or limit the making of a Certain Funds Loan under and as defined in each of the Bridge Loan Agreement, the Tranche C Credit Agreement, this Agreement or pursuant to any Loans Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement). Nothing in this Section 4.04 will affect the rights of any of the Lenders, the Administrative Agent, the Collateral Agent, the Swingline Lender or the Issuing Bank in respect of any outstanding Event of Default upon expiry of the Certain Funds Period, irrespective of whether any Event of Default occurred during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Periodnot.

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary, during During the Certain Funds Period, the obligation of each Lender will only be obliged to make its initial Credit Extension hereunder ifa Loan on the occasion of any Borrowing, which is a Certain Funds Loan is subject only to the satisfaction or waiver of the conditions set forth in Sections 4.01 and 4.02 and receipt of the request therefor in accordance herewith and to the satisfaction or waiver of the following conditions: (i) no Certain Funds Major Event of Default is continuing outstanding or would result from the making of the Loansany such Borrowing; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for the Borrower to exercise any of its Borrowing rights or a Lender to perform any of its lending obligations under this Agreement, in each case in respect of such Certain Funds Loan; provided that, if a Lender is unable to perform its lending obligations in respect of such Certain Funds Loans, this in itself will not preclude any other Lender from performing its lending obligations in respect of such Certain Funds Loans; and (iii) the Borrower shall not have cancelled or rescinded this Agreement. (b) During Unless any of the conditions set out in Sections 4.03(a)(i) to (iii) (inclusive) is not satisfied or waived at the relevant time, during the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders Lenders, the Administrative Agent, the Arranger, the Syndication Agent or any Joint Bookrunning Manager shall be entitled to: (i) cancel any of its Commitments hereunder to the extent that to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan under and as defined in each of the Credit Agreement, Tranche C Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement); (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder Facilities under this Agreement or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent that to do so would prevent or limit the making of making of any Loans during the a Certain Funds PeriodLoan under and as defined in each of the Credit Agreement, Tranche C Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement); (iii) refuse to participate in the making of any Loans during the a Certain Funds PeriodLoan or utilization thereof; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do that so doing would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan under and as defined in each of the Credit Agreement, the Tranche C Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement); or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do that so doing would prevent or limit the making of a Certain Funds Loan under and as defined in each of the Credit Agreement, Tranche C Credit Agreement, this Agreement or pursuant to any Loans Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement). Nothing in this Section 4.03 will affect the rights of any of the Lenders, the Administrative Agent, in respect of any outstanding Event of Default upon expiry of the Certain Funds Period, irrespective of whether any Event of Default occurred during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Periodnot.

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary, Each Finance Party agrees that during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder ifthe Finance Parties shall not: (ia) no Certain Funds Default is continuing have the right to prevent, limit or would result from refuse the making of the Loans; (ii) all Certain Funds Representations any Offer Loan, whether by cancellation, rescission or termination of the Borrower are true Facility or otherwise (including by invoking any conditions set out in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respectsClause 4.2 (Further conditions precedent); and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement.or (b) During make or enforce any claims they may have under the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none Finance Documents if the effect of such claim or enforcement would prevent or limit the Lenders shall be entitled to:making of any Offer Loan; or (ic) cancel otherwise exercise any right of its Commitments hereunder to the extent set-off, counterclaim or similar right or remedy if to do so would prevent or limit the making of any Loans during the Certain Funds Period; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Period; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do so would prevent or limit the making of any Loans during the Certain Funds PeriodOffer Loan; or (vd) cancelcancel or declare the Facility due and payable or payable on demand, accelerate in each case unless (i) a Major Default has occurred and is continuing or cause repayment or prepayment would result from the making of any amounts owing hereunder or under any other Loan Document to the extent a Loan, (ii) a Lender is entitled to do so would prevent by virtue of the provisions of Clause 8.1 (Illegality), or limit (iii) the making Borrower fails to comply with the requirements of any Loans during the Certain Funds Period; Clause 4.1(b) (Initial conditions precedent), provided that that: (i) immediately upon the end expiry of the Certain Funds Period subject to the express provisions of the Loan Documents all such rights, remedies and entitlements shall be available to the Administrative Agent or Lenders Table of Contents notwithstanding that such rights, remedies and entitlements they may not have been used or been available for use during the Certain Funds Period; and (ii) the Finance Parties may not cancel the Facility (without prejudice to their rights to decline to provide any Loan as provided above (subject to the provisions of Clause 9.3 (Counter-guarantee by Lenders))) until after the Offer Guarantee Discharge Date unless the Offer Guarantor has not complied with Clause 22.8(i) (Conduct of Offer).

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and Clause 4.1 (Initial Conditions Precedent), at any other provision of any Loan Document to the contrary, time during the Certain Funds Period, each Interim Lender will only be obliged to make its initial Credit Extension hereunder comply with Clause 5.4 (Interim Lenders' participation - Loans) if, on the proposed Utilisation Date: (i) no Certain Funds Change of Control has occurred in respect of which that Interim Lender is entitled to and has exercised its rights under Clause 7.2 (Change of Control) (provided that this shall not in any way affect the obligations of any other Interim Lender which has not exercised its rights under Clause 7.2 (Change of Control) in respect of that Change of Control); (ii) no Lender Illegality has occurred in respect of that Interim Lender and in respect of which that Interim Lender is entitled to and has exercised its rights under Clause 7.1 (Illegality) (provided that any such exercise of rights by any Interim Lender under Clause 7.1 (Illegality) shall not in any way affect the obligations of any other Interim Lender); (iii) no Major Event of Default has occurred and is continuing or would result from the making of that Utilisation; and (iv) the Loans;Company has, on or prior to the proposed Utilisation Date, confirmed (which such confirmation may be contained in the Utilisation Request or a certificate provided by the Company to the Interim Facility Agent) that: (i) in respect of the first Utilisation only, the Scheme Effective Date or Offer Unconditional Date has occurred; and (ii) all Certain Funds Representations of the Borrower are true in all respects or (only in the case of such representations a Utilisation of the Interim Term Facility for the purposes of financing the acquisition of Target Shares pursuant to the Acquisition as determined by the Company (acting reasonably and warranties which in good faith)) the Minimum Equity Contribution, calculated as at the proposed Utilisation Date, has been or will be received by the Group on or before the proposed Utilisation Date, unless the Interim Facility Agent, the Majority Lenders or the Majority Arrangers have waived the requirement to deliver the same. For the avoidance of any doubt, the confirmations referred to in this paragraph (iv) are not otherwise subject required to a materiality threshold be in form and substance satisfactory to the Interim Facility Agent, the Majority Lenders or qualification the Majority Arrangers, provided they are given in accordance with its terms, are correct writing by the Company in all material respects; and (iii) it is not unlawful for a Lender to perform any favour of its obligations under this Agreementthe Interim Facility Agent. (b) During Notwithstanding any other provision of the Commitment Documents or Interim Documents, except for the reasons set out in paragraph (a) above (provided that if such reason is as a result of any matter or circumstance falling under paragraph (a) of Clause 4.1 (Initial Conditions Precedent), then in such case the relevant Interim Finance Party shall only be entitled to take the action referred to in paragraph (ii) below (and no other action) and it shall only be entitled to take that action until such time (if any) as the relevant document or evidence referred to in Clause 4.1 (Initial Conditions Precedent has been delivered, satisfied or waived by the Interim Facility Agent, the Majority Lenders or the Majority Arrangers), until after the end of the Certain Funds Period (save in circumstances wherePeriod, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled tono Interim Finance Party shall: (i) cancel (or seek to cancel) any of its Interim Commitments hereunder to the extent to do so would prevent (whether in whole or limit the making of any Loans during the Certain Funds Periodpart); (ii) refuse (or seek to refuse) to participate in the making of an Interim Loan or Utilisation (or take any similar or analogous step or action); (iii) exercise (or seek to exercise) any right of netting, set-off or counterclaim in respect of any Interim Loan or Utilisation (or any other payment or other amount under any Interim Document or any other agreement); (iv) exercise (or seek to exercise) any rights to cancel or accelerate (including placing any amount on demand, making any demand or exercising any rights of cancellation), or to otherwise cause, demand, claim or enforce cancelation, repayment or prepayment of, any Interim Commitment, participation, Interim Loan, Utilisation or any other amount or sum under any Interim Document (including under or in connection with any Interim Security Agreement to enforce (or give instructions to enforce) any Interim Security or exercise any similar right or remedy, including any under any other Interim Document); (v) rescind, terminate or cancel this Agreement (or seek to rescind, terminate or cancel) any Commitment Document or Interim Document (or any of the Commitments hereunder term or provision thereof) or Utilisation or take (or seek to take) any similar or analogous step or action or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent any Interim Document or limit the making of making of Commitment Document or any Loans during the Certain Funds Period; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Periodother agreement; or (vvi) canceltake (or seek to take) any other action or step, accelerate or cause repayment to enforce or prepayment invoke (or seek to enforce or invoke) any other claim, right, benefit or remedy (including any which might be available as a matter of general law) or take any action that might (directly or indirectly) prevent, limit, frustrate, restrict, condition and/or delay the making, or reduce the principal amount, of any amounts owing hereunder Interim Loan or under any other Loan Document Utilisation, unless the entitlement to the extent to do so would prevent or limit the making take that action arises solely as a result of any Loans during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject matter expressly contemplated in paragraphs (a)(i) to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Period(a)(iii) above.

Certain Funds. 13.1 AMEC warrants and represents to the Company that: (a) Subject subject to Section 4.01 satisfaction or waiver of the Conditions, it will be in a position to satisfy full implementation of the Acquisition and notwithstanding pay the conditions of Section 4.02 and any other provision of any Loan Document amount equal to the contrary, during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: (i) no Certain Funds Default is continuing or would result from the making of the LoansDue Amounts as and when required; (iib) all Certain Funds Representations it has available loan facilities under the Financing Document which will at Offer Closing provide in immediately available funds the necessary cash resources to pay the Due Amounts due at that time; (c) it has made available to the Company a complete and accurate copy of the Borrower are true in all respects or Financing Document and the CP confirmation letter from Bank of America Mxxxxxx Lxxxx International Limited to AMEC plc dated 13 February 2014 (the “CP Confirmation Letter”); (d) the status of the conditions precedent to be satisfied by AMEC plc pursuant to, and with respect to the initial utilisation under, the Financing Document is as set out in the case CP Confirmation Letter, and there are no other conditions precedent to initial utilisation except as set out in such CP Confirmation Letter and Part 1 of such representations Schedule 2 of the Financing Document; (e) it believes that it will be able to satisfy on a timely basis any outstanding condition precedent to be satisfied by it pursuant to, and warranties which are not otherwise subject with respect to a materiality threshold or qualification in accordance with its termsthe initial utilisation under, are correct in all material respectsthe Financing Document; and (iiif) there are no material terms, pre-conditions or conditions relating to the debt financing (other than fee and syndication arrangements) included in any contract, agreement or other binding instrument or arrangement other than those terms or conditions contained in the Financing Document. 13.2 AMEC undertakes to the Company that: (a) it is not unlawful for a Lender will or will procure that all actions required to perform any of its obligations be taken by it under this Agreement.Agreement and the Financing Document as and when required pursuant to the terms thereof are taken, including the exercise in full of the rights under the Financing Document so as to enable it to receive in sufficient time such amounts as are necessary to enable it to satisfy the Due Amounts; (b) During it will take all such reasonable steps as are within its power as may be necessary to ensure that there will be no breach of any representation, warranty or covenant given, or to be given, by it or any member of its Group in the Certain Funds Period (save Financing Document which would entitle the relevant debt provider or providers, to refuse to provide funds under the Financing Document and, in circumstances whereparticular, pursuant it will take all such reasonable steps as are within its power to Section 4.03(a) above, a Lender is not obliged procure that no event of default or Drawstop Event occurs which would permit the relevant lenders to decline to make its initial Credit Extension), none advances or payments under the Financing Document as necessary to enable satisfaction of the Lenders shall be entitled to:Due Amounts; and (ic) cancel any of its Commitments hereunder to until the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; (ii) rescindOffer Closing, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Period; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) will not exercise any right to amend, terminate, cancel or rescind the Financing Document (or any provision thereof) in a manner prejudicial to AMEC’s ability to satisfy the Due Amounts without the Company’s prior written consent. 13.3 For the avoidance of set-off doubt, it is understood and agreed that AMEC’s obligation to consummate the Acquisition and to purchase and pay for the Company Shares pursuant to this Agreement and the Offer Documents is not conditioned on AMEC obtaining any debt, equity or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Periodfinancing.

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the paragraph (a) of Clause 4.1 (Initial conditions of Section 4.02 and precedent), at any other provision of any Loan Document to the contrary, time during the Certain Funds Period, each Interim Lender will only be obliged to make its initial Credit Extension hereunder comply with Clause 5.4 (Interim Lenders’ participation – Interim Loans) (and each Issuing Bank will be obliged to comply with paragraph (c) of Clause 5.6 (Issue of Interim Bank Guarantees)) if, on the proposed Utilisation Date: (i) no Certain Funds Default Change of Control has occurred in respect of which that Interim Lender is continuing or would result from entitled to and has exercised its rights under Clause 7.2 (Change of Control) (provided that this shall not in any way affect the making obligations of the Loansany other Interim Lender which has not exercised its rights under Clause 7.2 (Change of Control) in respect of that Change of Control); (ii) all Certain Funds Representations no Lender/Issuing Bank Illegality has occurred in respect of that Interim Lender and in respect of which that Interim Lender is entitled to and has exercised its rights under Clause 7.1 (Illegality) (provided that any such exercise of rights by any Interim Lender under Clause 7.1 (Illegality) shall not in any way affect the obligations of any other Interim Lender); (iii) no Major Event of Default has occurred and is continuing; and (iv) the Company has, on or prior to the proposed Utilisation Date, confirmed (which such confirmation may be contained in the Utilisation Request or a certificate provided by the Company to the Interim Facility Agent) that: (A) in respect of the Borrower are true in all respects first Utilisation only, the Scheme Effective Date or Offer Unconditional Date has occurred or will occur prior to, or on or about, the Utilisation Date; and (B) (only in the case of such representations a Utilisation of the Interim Facility B for the purposes of financing the acquisition of Target Shares pursuant to the Acquisition as determined by the Company (acting reasonably and warranties which in good faith)) the Minimum Equity Contribution, calculated as at the proposed Utilisation Date, has been or will be received by the Group on or before the proposed Utilisation Date, unless the Interim Facility Agent or the Majority Lenders have waived the requirement to deliver the same. For the avoidance of any doubt, the confirmations referred to in this paragraph (iv) are not otherwise subject required to a materiality threshold be in form and substance satisfactory to the Interim Facility Agent or qualification the Majority Lenders, provided they are given in accordance with its terms, are correct writing by the Company in all material respects; and (iii) it is not unlawful for a Lender to perform any favour of its obligations under this Agreementthe Interim Facility Agent. (b) During Notwithstanding any other provision of the Commitment Documents or Interim Documents, except for the reasons set out in paragraph (a) above (provided that if such reason is as a result of any matter or circumstance falling under paragraph (a) of Clause 4.1 (Initial conditions precedent), then in such case the relevant Interim Finance Party shall only be entitled to take the action referred to in paragraph (ii) below (and no other action) and it shall only be entitled to take that action until such time (if any) as the relevant document or evidence referred to in paragraph (a) of Clause 4.1 (Initial conditions precedent) has been delivered, satisfied or waived by the Interim Facility Agent or the Majority Lenders), until after the end of the Certain Funds Period (save in circumstances wherePeriod, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled tono Interim Finance Party shall: (i) cancel (or seek to cancel) any of its Interim Commitments hereunder to the extent to do so would prevent (whether in whole or limit the making of any Loans during the Certain Funds Periodpart); (ii) refuse (or seek to refuse) to participate in the making of an Interim Loan or Utilisation, including the issuing of an Interim Bank Guarantee (or take any similar or analogous step or action); (iii) exercise (or seek to exercise) any right of netting, set-off or counterclaim in respect of any Interim Loan or Utilisation (or any other payment or other amount under any Interim Document or any other agreement); (iv) exercise (or seek to exercise) any rights (i) to cancel or accelerate (including placing any amount on demand, making any demand or exercising any rights of cancellation), or to otherwise cause, demand, claim or enforce cancelation, repayment or prepayment of, any Interim Commitment, participation, Interim Loan, Utilisation or any other amount or sum under any Interim Document (ii) to declare that cash cover in respect of each or any outstanding Interim Bank Guarantee is payable on demand or (iii) under or in connection with any Interim Security Agreement to enforce (or give instructions to enforce) any Interim Security or exercise any similar right or remedy, including any under any other Interim Document; (v) rescind, terminate or cancel this Agreement (or seek to rescind, terminate or cancel) any Commitment Document or Interim Document (or any of the Commitments hereunder term or provision thereof) or Utilisation or take (or seek to take) any similar or analogous step or action or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent any Interim Document or limit the making of making of Commitment Document or any Loans during the Certain Funds Period; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Periodother agreement; or (vvi) canceltake (or seek to take) any other action or step, accelerate or cause repayment to enforce or prepayment invoke (or seek to enforce or invoke) any other claim, right, benefit or remedy (including any which might be available as a matter of general law) or take any action that might (directly or indirectly) prevent, limit, frustrate, restrict, condition and/or delay the making, or reduce the principal amount, of any amounts owing hereunder Interim Loan or under any other Loan Document Utilisation, unless the entitlement to the extent to do so would prevent or limit the making take that action arises solely as a result of any Loans during the Certain Funds Period; matter expressly contemplated in paragraphs (a)(i) to (a)(iii) above, and provided that (for the avoidance of any doubt) immediately upon the end expiry of the Certain Funds Period subject to the express provisions of the Loan Documents all such rights, remedies and entitlements shall be available to the Administrative Agent or Lenders Interim Finance Parties notwithstanding that such rights, remedies and entitlements they may not have been used or been available for use during the Certain Funds Period.

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and Notwithstanding any other provision of any Loan Document this Agreement or the Incremental Amendment No. 3 to the contrary, during the Certain Funds Period, each a 2017 Incremental Term Lender will only be obliged to make its initial a Certain Funds Credit Extension hereunder ifif on the proposed Certain Funds Credit Extension Date: (i) no Certain Funds Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful in any applicable jurisdiction for a that 2017 Incremental Term Lender to perform any of its obligations to advance that Certain Funds Credit Extension (provided that each 2017 Incremental Term Lender shall use reasonable endeavors to avoid invoking this sub-paragraph (i) (including transferring its Commitments to an Affiliate not subject to the same restrictions and/or entering into any amendments to the Loan Documents requested by the Borrower, provided that such amendments could not reasonably be expected to materially adversely affect the interests of (including as regards additional costs or reduced returns for) the applicable 2017 Incremental Term Lender under this Agreementthe Loan Documents)); (ii) no Major Default is continuing or would result (in each case subject to any grace periods set forth in Section 7.1) from the proposed Certain Funds Credit Extension; (iii) all fees or other payments owing pursuant to Section 10.13 of the Credit Agreement in respect of the 2017 Incremental Facilities to the 2017 Incremental Lenders shall have been paid on or prior to the Certain Funds Funding Date (and such amounts may be netted from the proceeds of the 2017 Incremental Term Loans); (iv) all fees required to be paid by the Borrower in respect of the 2017 Incremental Facilities pursuant to that certain Fee Letter, dated as of August 9, 2017 among, inter alios, the Borrower and the Lenders party thereto shall have been paid on or prior to the Certain Funds Funding Date (and such amounts may be netted from the proceeds of the 2017 Incremental Term Loans); (v) there is evidence of the consummation of the Worldpay Acquisition, being: (A) If the Worldpay Acquisition is effected by way of the Scheme, a certificate from the Borrower addressed to the Administrative Agent in agreed form: (A) confirming that the Scheme Order has been delivered to the Registrar of Companies of England and Wales and (B) attaching a copy of the Scheme Order; or (B) If the Worldpay Acquisition is effected by way of the Offer, a letter from the Borrower addressed to the Administrative Agent in agreed form: (A) attaching copies of the Offer Documents including any press announcement released by the Borrower announcing that the Worldpay Acquisition will be by way of an Offer and the terms and conditions of the Offer and (B) confirming that the Offer has been declared unconditional in all respects (other than, for the avoidance of doubt, any condition in the Offer requiring that the Offer has been completed); and (vi) the Borrower shall have delivered to the Administrative Agent a certificate of a financial officer certifying its compliance with clauses (ii), (iii) and (iv) above. (b) During the Certain Funds Period (save in respect of a 2017 Incremental Term Lender in circumstances where, pursuant to Section 4.03(aparagraph (a) above, a that 2017 Incremental Term Lender is not obliged to make its initial advance a Certain Funds Credit Extension), none of the 2017 Incremental Term Lenders (in their capacity as such) shall be entitled to: (i) cancel any of its Commitments hereunder to in respect of the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period2017 Incremental Term Facilities; (ii) rescind, terminate or cancel this Agreement Agreement, the Incremental Amendment No. 3 or any of the Commitments hereunder 2017 Term Incremental Facilities or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making advance or, as the case may be, issue of making of any Loans during the a Certain Funds PeriodCredit Extension; (iii) refuse to participate in the making of any Loans during the a Certain Funds PeriodCredit Extension; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan Credit Extension to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Period.Credit Extension;

Certain Funds. (a) Subject Notwithstanding the provisions of Clause 4.2 (Conditions to Section 4.01 Utilisation): (i) a Utilisation of: (A) the Term Facilities (other than the Uncommitted Acquisition Facility) for the purposes specified in paragraph (a) of Clause 3.1 (Purpose); or (B) the Revolving Facility (but only to the extent drawn on Closing) for the purposes specified in paragraphs (c)(v) and notwithstanding (vi) of Clause 3.1 (Purpose); or (ii) subject to the conditions set out in the Parent Debenture and the submission of Section 4.02 a duly completed Withdrawal Notice, any withdrawal from a Blocked Account, to be made within the Certain Funds Period shall (in each case) be made notwithstanding: (A) that all the representations and any warranties in Clause 26 (Representations) (other provision of any Loan Document than a Certain Funds Representation) are not true in all respects; and (B) a Default (other than a Certain Funds Default) is continuing, but shall not be required to the contrarybe made if, during the Certain Funds Period, each there occurs a Change of Control (other than pursuant to the Transaction) or, in respect of the participation of a Lender will only be obliged in a Utilisation, it is unlawful for that Lender to make its initial Credit Extension hereunder if: the Utilisation. For the purposes of this paragraph (ia) no Certain Funds Default is continuing or would result from only, Change of Control shall be deemed to apply to the making of Company on the Loans; (ii) all Certain Funds Representations of same basis that it applies to the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its termsParent, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreementmutatis mutandis. (b) During Prior to the date falling on the last day of the Certain Funds Period for the respective Facility, the Lenders will not exercise their rights under Clause 30.21 (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit ExtensionAcceleration), none of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right of rescission or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Period; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise off, in each case to prevent any Utilisation referred to in paragraph (a) of this Clause 4.5. (c) For the avoidance of doubt, save as expressly stated otherwise, this Clause 4.5 does not constitute a waiver of the rights of the Lenders in respect of a Loan to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; orDefault. (vd) cancelFor the avoidance of doubt, accelerate or cause repayment or prepayment of the Facility Agent shall have received all (unless it has waived such receipt) the documents and other evidence required by and in accordance with Clause 4.1 (Initial conditions precedent) before any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall Utilisation may be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Periodmade on Closing.

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary, Each Finance Party agrees that during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder ifnotwithstanding any other provision of this Agreement, the Finance Parties shall not: (ia) no Certain Funds Default is continuing have the right to refuse to make, prevent or would result from limit the making of any Utilisation to be used for the Loans; purpose set out at clause 3.1 (iiPurpose) all during the Certain Funds Representations Period, whether by cancellation, rescission or termination of the Borrower are true Facilities or otherwise (including by invoking any conditions set out in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respectsClause 4.2 (Further Conditions Precedent)); and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement.or (b) During otherwise exercise during the Certain Funds Period (save in circumstances whereany right of set-off, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent rescission or counterclaim or similar right or remedy if to do so would prevent or limit the making of any Loans Utilisation to be used for the purpose set out at clause 3.1 (Purpose); or (c) cancel or declare the Facility due and payable during the Certain Funds PeriodPeriod or payable on demand or exercise any other rights under Clause 22.15 (Acceleration), in each case unless: (i) a Major Default has occurred and is continuing or would result from the making of a Utilisation to be used for the purpose set out at clause 3.1 (Purpose); (ii) rescind, terminate a Major Representation is incorrect or cancel this Agreement misleading in any material respect when made or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have deemed to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Periodbe made; (iii) refuse the Lenders are not obliged to participate in the making of make any Loans during the Certain Funds Period;Loan pursuant to clause 8.2(a)(ii); or (iv) exercise a Lender is entitled to do so by virtue of the provisions of Clause 8.1 (Illegality), in which case any right of set-off or counterclaim or similar right or remedy which it may exercise such rights, remedies and entitlements shall only be exercised in respect of a Loan the affected Lender unless the Lenders determine that following such exercise the Borrower will not have sufficient funds to complete the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; or (v) cancelAcquisition, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end expiry of the Certain Funds Period subject to the express provisions of the Loan Documents all such rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements they may not have been used or been available for use during the Certain Funds Period.

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions Notwithstanding any term of Section 4.02 and any other provision of any Loan Document to the contrarythis Agreement, during the Certain Funds Period, each Period for an Offer no Lender will only be obliged to make its initial Credit Extension hereunder ifis entitled to: (i) no refuse to participate in or make available any Offer Loan relating to that Offer; (ii) cancel its Commitment; (iii) exercise any right of rescission or similar right or remedy which it may have in relation to any Offer Loan relating to that Offer; or (iv) accelerate or cause repayment of any Offer Loan relating to that Offer, except as provided below in this Subclause. (b) Notwithstanding any term of this Agreement, during the Certain Funds Period no Lender is entitled to: (i) refuse to participate in or make available any Refinancing Loan; (ii) cancel its Commitment; (iii) exercise any right of recission or similar right or remedy which it may have in relation to any Refinancing Loan; or (iv) accelerate or cause repayment of any Refinancing Loan. (c) Paragraphs (a) and (b) do not apply if the entitlement arises because: (i) The Company has not delivered all of the documents required under this Clause relating to that Offer or Part 1 of Schedule 2 (Conditions precedent documents) (ii) a Major Representation is not correct or will not be correct immediately after the Certain Funds Loan is made; (iii) a Major Default is continuing outstanding or would will result from the making of the Loans;Certain Funds Loan; or (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iiiiv) it is not unlawful for a the Lender to perform any of its obligations under this Agreementthe Finance Documents. (bd) During Nothing in this Subclause will affect the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making rights of any Loans during the Certain Funds Period; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or Finance Party in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Period; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately outstanding Default upon the end expiry of the Certain Funds Period subject to the express provisions irrespective of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding whether that such rights, remedies and entitlements may not have been used or been available for use Default occurred during the Certain Funds PeriodPeriod or not.

Certain Funds. During the period from and including the Effective Date to and including the Termination Date (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary, during the “Certain Funds Period”), each Lender will only be obliged to make its initial Credit Extension hereunder if: and notwithstanding (i) no Certain Funds Default is continuing or would result from that any representation made in this Agreement (including any representation made on the Effective Date (excluding, for the avoidance of doubt, the Specified Representations and/or Acquisition Agreement Representations given as a condition to the making of the Loans; Loans on the Funding Date)) was incorrect, (ii) all Certain Funds Representations of any failure by the Borrower are true to comply with the affirmative covenants, negative covenants or financial covenant in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its termsthis Agreement, are correct in all material respects; and (iii) it is not unlawful for a Lender any provision to perform the contrary in this Agreement or otherwise or (iv) that any of its obligations under this Agreement. (b) During condition to the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none occurrence of the Lenders Effective Date may subsequently be determined not to have been satisfied on the Effective Date, neither the Administrative Agent nor any Lender shall be entitled to: to (i1) cancel any of its Commitments hereunder with respect to the extent to do so would prevent or limit the making of the Loans, (2) assert the existence of any Loans during the Certain Funds Period; (ii) Event of Default, rescind, terminate or cancel this Agreement or any of the its Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents this Agreement it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Period; its Loan, (iii3) refuse to participate in making its Loan, provided that the making of any Loans during the Certain Funds Period; applicable conditions set forth in Section 4.02 have been satisfied or (iv4) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a its Loan to the extent to do so would prevent or limit the making of its Loan on the Funding Date. For the avoidance of doubt, (i) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any Loans during applicable condition set forth in Section 4.02 is not satisfied (or waived) on the Funding Date and (ii) immediately after the expiration of the Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end all of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may rights were not have been used or been available for use during prior to such time as a result of the Certain Funds Periodforegoing.

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and Notwithstanding any other provision term of any Loan Document to the contrarythis Agreement but except as provided in paragraph (c) below, during the Offer/Refinancing Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: (i) no Certain Funds Default Finance Party is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement. (b) During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder Facilities or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Finance Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the a Certain Funds PeriodLoan; (iii) refuse to participate in the making of any Loans during the a Certain Funds PeriodLoan; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan Utilisation to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodLoan; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Finance Document to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds Period; Loan, provided that immediately upon the end expiry of the Offer/Refinancing Certain Funds Period (but subject to the express provisions of the Loan Documents paragraph (b) below with respect to any Certain Funds Buyback Loan) all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements in respect of a continuing breach shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Offer/Refinancing Certain Funds Period. (b) Notwithstanding any other term of this Agreement but except as provided in paragraph (c) below, during the Buyback Certain Funds Period, no Finance Party is entitled to: (i) cancel any of its Commitments to the extent to do so would prevent or limit the making of a Certain Funds Buyback Loan; (ii) rescind, terminate or cancel this Agreement or any of the Facilities or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Buyback Loan; (iii) refuse to participate in the making of a Certain Funds Buyback Loan; (iv) exercise any right of set-off or counterclaim in respect of a Utilisation to the extent to do so would prevent or limit the making of a Certain Funds Buyback Loan; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Finance Document to the extent to do so would prevent or limit the making of a Certain Funds Buyback Loan, provided that immediately upon the expiry of the Buyback Certain Funds Period all such rights, remedies and entitlements in respect of a continuing breach shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Buyback Certain Funds Period. (c) A Finance Party shall be entitled to take any of the actions referred to in paragraphs (a) or (b) above if: (i) in the case of paragraphs (a)(iii) or (b)(iii) above, Clause 4.1 (Initial conditions precedent) has not been complied with; (ii) in the case of paragraphs (a)(iii) or (b)(iii) above, Clauses 5.1 (Delivery of a Utilisation Request) to 5.3 (Currency and amount) have not been, or will not be, complied with; (iii) in relation to an Offer Loan, a Major Event of Default (other than arising under Clause 31.1 (Non-payment) only as a result of a failure to make a prepayment due under Clause 14.2 (Change of control) before the Trigger Time) is continuing or would result from the proposed Utilisation, provided that, for the purposes of paragraph (a) above only and without prejudice to the rights of the Finance Parties under paragraph (d) below, a Major Event of Default will not be continuing or would not result from the proposed Utilisation to the extent that: (A) it arises under Clause 31.3 (Breach of other obligations) solely with respect to a member of the Target Group prior to the Settlement Date or as a result of any event or circumstance solely in respect of the Target Group or its assets which exists on the Settlement Date; or (B) any event or circumstance referred to in Clause 31.6 (Insolvency) occurs solely with respect to a member of the Target Group; (iv) in relation to a Certain Funds Buyback Loan, a Major Event of Default is continuing or would result from the proposed Utilisation, provided that, for the purposes of paragraph (a) above only, (other than a Major Event of Default which arises as a result of a breach of Clause 28.7 (Subsidiary Indebtedness)) a Major Event of Default will not be continuing or would not result from the proposed Utilisation to the extent that: (A) it arises under Clause 31.3 (Breach of other obligations) solely with respect to a member of the Target Group prior to the Settlement Date or as a result of any event or circumstance solely in respect of the Target Group or its assets which exists on the Settlement Date; or (B) any event or circumstance referred to in Clause 31.6 (Insolvency) occurs solely with respect to a member of the Target Group; (v) in relation to a Refinancing Loan, a Major Event of Default is continuing; (vi) a Major Representation is not correct in all material respects; (vii) it is unlawful for a Lender to fund its participation in any Utilisation or make available its Commitments; (viii) such action is constituted by or arises from the acceptance of a Prepayment Offer (or the failure of the Borrowers to make a Prepayment Offer) in accordance with Clause 14.2 (Change of control) after a person (or group of persons acting in concert) gains control (as defined in that Clause) of either of the Companies, provided that no such action may be taken which would prevent the advance of an Offer Loan or Offer Loans before the Trigger Time; or (ix) any of the terms set out in the clauses entitled “Exclusivity”, “Market Flex” and “Clear Market” of the Commitment Letter has not been complied with by a Company, other than any breach of the “Clear Market” provisions of the Commitment Letter caused solely by an amendment or waiver of any provision of any Alcan Change of Control Debt which breach would not constitute a breach of Clause 30.1(c) (Procedure). (d) Notwithstanding the proviso to sub-paragraph (c)(iii) above, a Finance Party shall be entitled to take any of the actions referred to in paragraph (a) above in respect of an Offer Loan if a Major Event of Default is continuing under Clause 31.3 (Breach of other obligations) as a result of a breach of the undertaking set out in Clause 28.7 (Subsidiary Indebtedness) even if it occurs solely with respect to a member of the Target Group prior to the Settlement Date or arises as a result of any event or circumstance solely in respect of the Target Group or its assets which exists on the Settlement Date, on and from the earlier of: (i) the date immediately following the advance of Offer Loans which, when aggregated with all other Offer Loans then advanced, equals or exceeds the amount agreed by the Obligors’ Agent and the Bookrunners from time to time; (ii) the date on which all Acquisition Cash Consideration payable under the Offer has been paid in full; and (iii) the date immediately following the end of the Offer/Refinancing Certain Funds Period, (the earlier of (i), (ii) and (iii) being the Trigger Time).

Certain Funds. Notwithstanding (ax) Subject anything to the contrary in this Agreement or any other Loan Document or (y) that any condition set forth in Section 4.01 and notwithstanding the conditions of or Section 4.02 and any other provision of any Loan Document may subsequently be determined not to the contraryhave been satisfied, during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: Period (unless (i) no a Certain Funds Default has occurred and is continuing or or, in respect of clause (a) below, would result from the making of the Loans; therefrom or (ii) all Certain Funds Representations in respect of clause (a) below, the Borrower are true conditions set forth in all respects or in the case of such representations and warranties which Section 4.02, as applicable, are not otherwise subject to a materiality threshold satisfied or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful becomes illegal for a any Lender to perform maintain its Commitment; provided that such Lender has used commercially reasonable efforts to maintain its Commitment through an Affiliate of such Lender not subject to a legal restriction and that the occurrence of such event in relation to one Lender shall not enable any of other Lender to cancel its Commitment), each Lender shall comply with its obligations to fund Bridge Term Loans under this Agreement.Agreement and no Lender shall: (a) refuse to participate in or make available its participation in any Certain Funds Credit Extension; (b) During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodCredit Extension; (iic) rescind, terminate or cancel this Agreement or any of the its Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the a Certain Funds PeriodCredit Extension; (iiid) refuse exercise any right, power or discretion to participate in terminate or cancel the making of obligation to make available any Loans during the Certain Funds PeriodCredit Extension; (ive) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a any Certain Funds Credit Extension (other than set-off in respect of fees as agreed in the applicable funds flow document); or (f) take any steps to seek any repayment or prepayment of any Loan made hereunder in any way to the extent to do so would prevent or limit the making of a Certain Funds Credit Extension; in each case, (i) unless a Certain Funds Default has occurred and is continuing on the date, or would result from the making, of such Certain Funds Credit Extension or (ii) except to the extent it is illegal for such Lender to make such Certain Funds Credit Extension, provided that (x) such Lender has used commercially reasonable efforts to make the Certain Funds Credit Extension through an Affiliate of such Lender not subject to the respective legal restriction and (y) the occurrence of such event with respect to one Lender shall not relieve any Loans during other Lender of its obligation hereunder. Upon the expiration of the Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall in clauses (a) through (f) above shall, subject to and in accordance with the applicable provisions of the Loan Documents, be available to the Administrative Agent even though they have not been exercised or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Period.

Certain Funds. (a) Subject During the Certain Funds Period, the several obligations of the Purchasers to Section 4.01 and notwithstanding make a purchase on the occasion of any issuance of Preferred Shares, which is a Certain Funds Issuance, is subject only to the satisfaction or waiver of the conditions set forth in Sections 3.01 and 3.02 and receipt of Section 4.02 the request therefor in accordance herewith and to the satisfaction or waiver of the following conditions: (i) no Major Event of Default (as defined in the Bridge Loan Agreement) is outstanding or would result from the making of any such issuance; (ii) it is not unlawful for the Company to issue or any Purchaser to perform any of its purchase obligations under this Agreement, in each case in respect of such Certain Funds Issuance, provided that if a Purchaser is unable to perform its purchase obligations in respect of a Certain Funds Issuance, this in itself will not preclude any other provision Purchaser from performing its purchase obligations in respect of such Certain Funds Issuances; (iii) the Company shall not have cancelled or rescinded this Agreement. (b) Unless any Loan Document of the conditions set out in Sections 3.03(a)(i) to (iii) (inclusive) is not satisfied at the contraryrelevant time, during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: (i) no Certain Funds Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement. (b) During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders Purchaser shall be entitled to: (i) cancel any of its Commitments hereunder obligations to purchase Preferred Shares to the extent to do that so doing would prevent or limit the making of any Loans during the or a purchase pursuant to a Certain Funds PeriodIssuance under this Agreement or prevent or limit the making of a Certain Funds Loan under and as defined in each of the Bridge Loan Agreement, Tranche C Credit Agreement, the Tranche B Credit Agreement or pursuant to any Permitted Bridge Refinancing (as defined in the Bridge Loan Agreement); (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Preferred Documents it may have to the extent to do that so doing would prevent or limit the making of or a purchase pursuant to a Certain Funds Issuance under this Agreement or prevent or limit the making of any Loans during the a Certain Funds PeriodLoan under and as defined in each of the Bridge Loan Agreement, Tranche C Credit Agreement, the Tranche B Credit Agreement or pursuant to any Permitted Bridge Refinancing (as defined in the Bridge Loan Agreement); (iii) refuse to participate in the making purchase of any Loans during the a Certain Funds PeriodIssuance; (iv) exercise any right of set-off setoff or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do that so doing would prevent or limit the making of any Loans during the or a purchase pursuant to a Certain Funds PeriodIssuance or a Certain Funds Loan under and as defined in each of the Bridge Loan Agreement, the Tranche C Credit Agreement, the Tranche B Credit Agreement or pursuant to any Permitted Bridge Refinancing (as defined in the Bridge Loan Agreement); or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Preferred Document to the extent to do that so doing would prevent or limit the making of any Loans during the or a purchase pursuant to a Certain Funds Period; provided that immediately upon the end Issuance under this Agreement or a Certain Funds Loan under and as defined in each of the Certain Funds Period subject Bridge Loan Agreement, Tranche C Credit Agreement, the Tranche B Credit Agreement or pursuant to any Permitted Bridge Refinancing (as defined in the express provisions of the Bridge Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds PeriodAgreement).

Certain Funds. Notwithstanding anything else herein (a) Subject to Section including in Sections 4.01 and notwithstanding the conditions of Section 4.02 and 4.02(a)) or in any other provision of any Loan Document to the contrary, during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: (i) no Certain Funds Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement. (b) During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Tranche A Term Lenders shall be entitled to: : (ia) Subject to Section 4.02(b), refuse to participate in or make available its participation in any Certain Funds Credit Extension; (b) cancel any of its Tranche A Term Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds Period; Credit Extension; (iic) rescind, terminate or cancel this Agreement or any of the its Tranche A Term Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the a Certain Funds Period; Credit Extension; (iiid) refuse exercise any right, power or discretion to participate in terminate or cancel the making of obligation to make available any Loans during the Certain Funds Period; Credit Extension; (ive) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a any Certain Funds Credit Extension (other than set-off in respect of fees as agreed in the applicable funds flow document); (f) take any steps to seek any repayment or prepayment of any Loan made hereunder in any way to the extent to do so would prevent or limit the making of a Certain Funds Credit Extension; or (g) take any Loans during step to exercise (or to instruct the Administrative Agent to exercise) its rights under Section 8.02 or to enforce any security in respect of any Certain Funds Credit Extension or the Tranche A Term Commitments. in each case, (i) unless a Certain Funds Default has occurred and is continuing on the date, or would result from the making, of such Certain Funds Credit Extension or (ii) except to the extent it is illegal for such Tranche A Term Lender to make such Certain Funds Credit Extension, provided that (x) such Tranche A Term Lender has used commercially reasonable efforts to make the Certain Funds Credit Extension through an Affiliate of such Tranche A Term Lender not subject to the respective legal restriction and (y) the occurrence of such event with respect to one Tranche A Term Lender shall not relieve any other Lender of its obligation hereunder. Upon the expiration of the Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon the end of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall in clauses (a) through (g) above shall, subject to and in accordance with the applicable provisions of the Loan Documents, be available to the Administrative Agent even though they have not been exercised or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during the Certain Funds Period.. 121 1002217597 1001820109v3

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary, during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder if: (i) no Certain Funds Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement. (b) During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) aboveClause 4.2(b), a Lender is not obliged to make its initial Credit Extensioncomply with Clause 5.4 (Xxxxxxx' participation)), none of the Lenders Finance Parties shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the Certain Funds PeriodCommitments; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents or in respect of the Loan Documents otherwise which it may have to the extent to do so would directly or indirectly prevent or limit the making of making of any Loans during the Certain Funds Perioda Utilisation or which would require a Utilisation to be repaid or prepaid; (iii) refuse to participate in the making of any Loans during the Certain Funds Perioda Utilisation; (iv) exercise any right of rescission, set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to make or enforce any claim under or pursuant to the Finance Documents or otherwise to the extent to do so would directly or indirectly prevent or limit the making of any Loans during the Certain Funds Perioda Utilisation or which would require a Utilisation to be repaid or prepaid; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder under this Agreement or under any other Loan Finance Document or take any other action or make or enforce any claim to the extent to do so would directly or indirectly prevent or limit the making of any Loans during the Certain Funds Period; a Utilisation or which would require a Utilisation to be repaid or prepaid, provided that immediately upon after the end expiry of the Certain Funds Period subject to the express provisions of the Loan Documents all rights, remedies and entitlements shall be available to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements shall, subject to Clause 21.12 (Clean-Up Period), be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds PeriodPeriod if the underlying event, circumstance or other matter giving rise to such right, remedy or entitlement (as applicable) is still subsisting at such time. (a) does not apply if: (i) the Borrower has not delivered all of the documents and evidence required to be delivered in accordance with Clause 4.1 (Initial conditions precedent) unless, in respect of any document or item of evidence, the Agent has expressly waived the requirement to deliver that document or item of evidence; (ii) a Major Representation is not correct in all material respects or will not be correct in all material respects immediately after a proposed Loan is made; (iii) a Major Default is then continuing or would result from a proposed Loan; or (iv) it is, in any applicable jurisdiction, unlawful for any Lender to perform any of its obligations as contemplated by any Finance Document or to fund or maintain its participation in any Loan, provided that such event shall not release any other Lender from its obligation to make available its proportion of the relevant Loan in accordance with this Clause 4.

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and Notwithstanding any other provision of any Loan Document this Agreement or the Incremental Amendment No. 3 to the contrary, during the Certain Funds Period, each a 2017 Incremental Term Lender will only be obliged to make its initial a Certain Funds Credit Extension hereunder ifif on the proposed Certain Funds Credit Extension Date: (i) no Certain Funds Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful in any applicable jurisdiction for a that 2017 Incremental Term Lender to perform any of its obligations to advance that Certain Funds Credit Extension (provided that each 2017 Incremental Term Lender shall use reasonable endeavors to avoid invoking this sub-paragraph (i) (including transferring its Commitments to an Affiliate not subject to the same restrictions and/or entering into any amendments to the Loan Documents requested by the Borrower, provided that such amendments could not reasonably be expected to materially adversely affect the interests of (including as regards additional costs or reduced returns for) the applicable 2017 Incremental Term Lender under this Agreementthe Loan Documents)); (ii) no Major Default is continuing or would result (in each case subject to any grace periods set forth in Section 7.1) from the proposed Certain Funds Credit Extension; (iii) all fees or other payments owing pursuant to Section 10.13 of the Credit Agreement in respect of the 2017 Incremental Facilities to the 2017 Incremental Lenders shall have been paid on or prior to the Certain Funds Funding Date (and such amounts may be netted from the proceeds of the 2017 Incremental Term Loans); (iv) all fees required to be paid by the Borrower in respect of the 2017 Incremental Facilities pursuant to that certain Fee Letter, dated as of August 9, 2017 among, inter alios, the Borrower and the Lenders party thereto shall have been paid on or prior to the Certain Funds Funding Date (and such amounts may be netted from the proceeds of the 2017 Incremental Term Loans); (v) there is evidence of the consummation of the Worldpay Acquisition, being: (A) If the Worldpay Acquisition is effected by way of the Scheme, a certificate from the Borrower addressed to the Administrative Agent in agreed form: (A) confirming that the Scheme Order has been delivered to the Registrar of Companies of England and Wales and (B) attaching a copy of the Scheme Order; or (B) If the Worldpay Acquisition is effected by way of the Offer, a letter from the Borrower addressed to the Administrative Agent in agreed form: (A) attaching copies of the Offer Documents including any press announcement released by the BorrowerVantiv and/or its Subsidiaries announcing that the Worldpay Acquisition will be by way of an Offer and the terms and conditions of the Offer and (B) confirming that the Offer has been declared unconditional in all respects (other than, for the avoidance of doubt, any condition in the Offer requiring that the Offer has been completed); and (vi) the Borrower shall have delivered to the Administrative Agent a certificate of a financial officer certifying its compliance with clauses (ii), (iii) and (iv) above. (b) During the Certain Funds Period (save in respect of a 2017 Incremental Term Lender in circumstances where, pursuant to Section 4.03(aparagraph (a) above, a that 2017 Incremental Term Lender is not obliged to make its initial advance a Certain Funds Credit Extension), none of the 2017 Incremental Term Lenders (in their capacity as such) shall be entitled to: (i) cancel any of its Commitments hereunder to in respect of the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period2017 Incremental Term Facilities; (ii) rescind, terminate or cancel this Agreement Agreement, the Incremental Amendment No. 3 or any of the Commitments hereunder 2017 Term Incremental Facilities or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making advance or, as the case may be, issue of making of any Loans during the a Certain Funds PeriodCredit Extension; (iii) refuse to participate in the making of any Loans during the a Certain Funds PeriodCredit Extension; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan Credit Extension to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds Period; orCredit Extension; (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder under this Agreement or under any other Loan Document or exercise any enforcement rights under any Collateral Document to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodCredit Extension; or (vi) take any other action or make or enforce any claim (in its capacity as a 2017 Incremental Term Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of a Certain Funds Credit Extension, provided that immediately upon the end expiry of the Certain Funds Period subject to the express provisions of the Loan Documents all such rights, remedies and entitlements shall be available to the Administrative Agent or 2017 Incremental Term Lenders notwithstanding that such rights, remedies and entitlements they may not have been used or been available for use during the Certain Funds Period.

Certain Funds. (a) 11.5.1 Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary11.3, during the Certain Funds Period, each Lender the Lenders will only be obliged to make its initial Credit Extension hereunder if: comply with a Draw Request under Clause 11.4 (or otherwise provide an Advance hereunder) in relation to a Certain Funds Advance, if on the date of the Draw Request and on the proposed Drawdown Date: (i) no Certain Funds Major Default is CREDIT AGREEMENT – PAGE 52 continuing or would result from the making of the Loans; proposed Advance; and (ii) all Certain Funds the Major Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreementtrue. (b) 11.5.2 During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) 11.5.1 above, a Lender is not obliged obligated to make its initial Credit Extensioncomply with a Draw Request under Clause 11.4 (or otherwise provide an Advance hereunder)), none of the Lenders Finance Parties shall be entitled to: : (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds Period; Advance; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Operative Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the a Certain Funds Period; Advance; (iii) refuse to participate in the making of any Loans during the a Certain Funds Period; Advance; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan Certain Funds Advance to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodAdvance; or or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder under this Agreement or under any other Loan Operative Document to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds Period; Advance, provided that immediately upon the end expiry of the Certain Funds Period subject to the express provisions of the Loan Documents all such rights, remedies and entitlements shall be available to the Administrative Agent or Lenders Finance Parties notwithstanding that such rights, remedies and entitlements they may not have been used or been available for use during the Certain Funds Period.

Certain Funds. (a) Subject to Section 4.01 5.1 Marquis irrevocably and notwithstanding the conditions of Section 4.02 and any other provision of any Loan Document to the contrary, unconditionally undertakes at all times during the Certain Funds Period, each Lender will only be obliged to make its initial Credit Extension hereunder ifPeriod that it shall: (ia) no Certain Funds Default is continuing or would result from take all necessary action within its power to ensure that the making of the Loans; (ii) all Certain Funds Representations of Marquis Facility Limit shall continue to be available to the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful for a Lender to perform any of its obligations under this Agreement. (b) During the Certain Funds Period (save in circumstances where, pursuant to Section 4.03(a) above, a Lender is not obliged to make its initial Credit Extension), none of the Lenders shall be entitled to: (i) cancel any of its Commitments hereunder to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; (ii) rescind, terminate or cancel this Agreement or any of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of making of any Loans during the Certain Funds Period; (iii) refuse to participate in the making of any Loans during the Certain Funds Period; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period; provided that immediately upon until the end of the Certain Funds Period subject for the purpose of satisfying its obligations to make any payment in respect of certain amounts of the Cash Consideration; (b) continue to be the sole legal and beneficial owner of the Marquis Facility Limit; (c) not create any security interest or encumbrance on, over or with respect to any of the Marquis Facility Limit; (d) not sell, transfer, assign, part with any interest in, close or otherwise dispose of or deal with, the Marquis Facility Limit or agree to do any of the foregoing (otherwise than pursuant to the express provisions discharge of the Borrower’s payment obligations under the Takeover Offer); and (e) not require repayment of any Loan Documents all rights, remedies and entitlements shall be available at any time prior to the Administrative Agent or Lenders notwithstanding that such rights, remedies and entitlements may not have been used or been available for use during expiry of the Certain Funds Period. 5.2 Regiment irrevocably and unconditionally undertakes at all times during the Certain Funds Period that it shall: (a) take all necessary action within its power to ensure that the Regiment Facility Limit shall continue to be available to the Borrower until the end of the Certain Funds Period for the purpose of satisfying its obligations to make any payment in respect of certain amounts of the Cash Consideration; (b) continue to be the sole legal and beneficial owner of the Regiment Facility Limit; (c) not create any security interest or encumbrance on, over or with respect to any of the Regiment Facility Limit; (d) not sell, transfer, assign, part with any interest in, close or otherwise dispose of or deal with, the Regiment Facility Limit or agree to do any of the foregoing (otherwise than pursuant to the discharge of the Borrower’s payment obligations under the Takeover Offer); and (e) not require repayment of any Loan at any time prior to the expiry of the Certain Funds Period.

Certain Funds. (a) Subject to Section 4.01 and notwithstanding the conditions of Section 4.02 and Notwithstanding any other provision of any Loan Document this Agreement or the Incremental Amendment No. 3 to the contrary, during the Certain Funds Period, each a 2017 Incremental Term Lender will only be obliged to make its initial a Certain Funds Credit Extension hereunder ifif on the proposed Certain Funds Credit Extension Date: (i) no Certain Funds Default is continuing or would result from the making of the Loans; (ii) all Certain Funds Representations of the Borrower are true in all respects or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with its terms, are correct in all material respects; and (iii) it is not unlawful in any applicable jurisdiction for a that 2017 Incremental Term Lender to perform any of its obligations to advance that Certain Funds Credit Extension (provided that each 2017 Incremental Term Lender shall use reasonable endeavors to avoid invoking this sub-paragraph (i) (including transferring its Commitments to an Affiliate not subject to the same restrictions and/or entering into any amendments to the Loan Documents requested by the Borrower, provided that such amendments could not reasonably be expected to materially adversely affect the interests of (including as regards additional costs or reduced returns for) the applicable 2017 Incremental Term Lender under this Agreementthe Loan Documents)); (ii) no Major Default is continuing or would result (in each case subject to any grace periods set forth in Section 7.1) from the proposed Certain Funds Credit Extension; (iii) all fees or other payments owing pursuant to Section 10.13 of the Credit Agreement in respect of the 2017 Incremental Facilities to the 2017 Incremental Lenders shall have been paid on or prior to the Certain Funds Funding Date (and such amounts may be netted from the proceeds of the 2017 Incremental Term Loans); (iv) all fees required to be paid by the Borrower in respect of the 2017 Incremental Facilities pursuant to that certain Fee Letter, dated as of August 9, 2017 among, inter alios, the Borrower and the Lenders party thereto shall have been paid on or prior to the Certain Funds Funding Date (and such amounts may be netted from the proceeds of the 2017 Incremental Term Loans); (v) there is evidence of the consummation of the Worldpay Acquisition, being: (A) If the Worldpay Acquisition is effected by way of the Scheme, a certificate from the Borrower addressed to the Administrative Agent in agreed form: (A) confirming that the Scheme Order has been delivered to the Registrar of Companies of England and Wales and (B) attaching a copy of the Scheme Order; or (B) If the Worldpay Acquisition is effected by way of the Offer, a letter from the Borrower addressed to the Administrative Agent in agreed form: (A) attaching copies of the Offer Documents including any press announcement released by the Borrower announcing that the Worldpay Acquisition will be by way of an Offer and the terms and conditions of the Offer and (B) confirming that the Offer has been declared unconditional in all respects (other than, for the avoidance of doubt, any condition in the Offer requiring that the Offer has been completed); and (vi) the Borrower shall have delivered to the Administrative Agent a certificate of a financial officer certifying its compliance with clauses (ii), (iii) and (iv) above. (b) During the Certain Funds Period (save in respect of a 2017 Incremental Term Lender in circumstances where, pursuant to Section 4.03(aparagraph (a) above, a that 2017 Incremental Term Lender is not obliged to make its initial advance a Certain Funds Credit Extension), none of the 2017 Incremental Term Lenders (in their capacity as such) shall be entitled to: (i) cancel any of its Commitments hereunder to in respect of the extent to do so would prevent or limit the making of any Loans during the Certain Funds Period2017 Incremental Term Facilities; (ii) rescind, terminate or cancel this Agreement Agreement, the Incremental Amendment No. 3 or any of the Commitments hereunder 2017 Term Incremental Facilities or exercise any similar right or remedy or make or enforce any claim under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making advance or, as the case may be, issue of making of any Loans during the a Certain Funds PeriodCredit Extension; (iii) refuse to participate in the making of any Loans during the a Certain Funds PeriodCredit Extension; (iv) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan Credit Extension to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds Period; orCredit Extension; (v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder under this Agreement or under any other Loan Document or exercise any enforcement rights under any Collateral Document to the extent to do so would prevent or limit the making of any Loans during the a Certain Funds PeriodCredit Extension; or (vi) take any other action or make or enforce any claim (in its capacity as a 2017 Incremental Term Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of a Certain Funds Credit Extension, provided that immediately upon the end expiry of the Certain Funds Period subject to the express provisions of the Loan Documents all such rights, remedies and entitlements shall be available to the Administrative Agent or 2017 Incremental Term Lenders notwithstanding that such rights, remedies and entitlements they may not have been used or been available for use during the Certain Funds Period.