Common use of Certain Funds Clause in Contracts

Certain Funds. 5.1 The Commitments in respect of the Facility are made on a certain funds basis, as set out in the Term Sheet, during the Certain Funds Period. Accordingly, and notwithstanding anything to the contrary herein or in any Underwriting Document, during the Certain Funds Period, the only conditions to utilisation of the Commitments of the Underwriters in respect of the Facility are as expressly set out in paragraph 4 (Underwriting Conditions) of this Commitment Letter and Schedule 3 (Conditions Precedent) to the Term Sheet. 5.2 Each of the Mandated Lead Arrangers and the Underwriters confirms that: (a) its Commitments and the Facility have been approved by its credit committees and all other relevant internal bodies of it, and it confirms that it has completed all due diligence required by it; (b) it has completed all internal approval processes and received all final internal approvals required to execute this Commitment Letter and (in the case of an Underwriter) provide its Commitments; and (c) (based on the applicable laws and regulations applicable as at the date of this Commitment Letter) it has completed and is satisfied with the results of all client identification procedures that it is required to carry out in connection with making the Facility available in connection with the Acquisition in compliance with all applicable laws, regulations and internal requirements (including but not limited to all applicable money laundering rules and all “know your customer” requirements). 5.3 The Mandated Lead Arrangers and the Underwriters further confirm that the Acquisition Agreement, the Shareholder Terms, the Base Case Model, the Original Financial Statements, the Reports and the Structure Memorandum (each as at the date of this Commitment Letter) have been delivered to the Mandated Lead Arrangers and the Underwriters, and in the forms so delivered as at the Commitment Letter are (and subject to them remaining in substantially the same forms, or subject to them being delivered in final forms that are substantially the same as the forms so delivered as the Commitment Letter with such supplements or other modifications (which in the aggregate, do not materially and adversely affect the interests of the Mandated Lead Arrangers and the Underwriters), will be) acceptable to the Mandated Lead Arrangers and the Underwriters for the purposes of satisfying any of the conditions precedent in Schedule 3 (Conditions Precedent) to the Term Sheet which corresponds to that document. 5.4 If it becomes unlawful in any applicable jurisdiction for a Mandated Lead Arranger or an Underwriter to perform any of its obligations as contemplated by the Underwriting Documents or (in the case of an Underwriter) to fund, issue or maintain its participation under the Facility, such Mandated Lead Arranger or Underwriter shall: (a) promptly notify you upon becoming aware of the event; and (b) in consultation with you, take all reasonable steps to mitigate any circumstances which arise and which would result in its obligations under the Underwriting Documents or (in the case of an Underwriter) underwriting in respect of the Facility not being available, including (but not limited to) transferring its rights and obligations under the Underwriting Documents to one or more of its Affiliates where such transfer is permitted under paragraph 12 (Assignment or Transfer), provided that: (i) you shall promptly indemnify such Mandated Lead Arranger or Underwriter for all costs and expenses reasonably and properly incurred by such Mandated Lead Arranger or Underwriter as a result of steps taken by it pursuant to this paragraph (b); and (ii) such Mandated Lead Arranger or Underwriter is not obliged to take any such steps if, in the opinion of such Mandated Lead Arranger or Underwriter (acting reasonably), to do so might be materially prejudicial to it.

Certain Funds. 5.1 The Commitments Facility will be made available until the end of the Certain Funds Period subject only to the following conditions (the “Certain Funds Conditions”): (i) satisfaction or waiver (by the Facility Agent) of the conditions precedent specified under “Conditions Precedent to Drawdown under the Facility” below, each in form and substance satisfactory to the Facility Agent (acting reasonably); (ii) no Change of Control as described under “Mandatory Prepayment” below; (iii) no supervening unlawfulness in respect of the Facility are made on a certain funds basis, as set out Lender’s ability to lend or participate in the Term Sheet, during the Certain Funds Period. Accordingly, and notwithstanding anything to the contrary herein or in any Underwriting Document, during the Certain Funds Period, the only conditions to utilisation Loan; (iv) there being no Event of the Commitments of the Underwriters in respect of the Facility are as expressly set out in paragraph 4 (Underwriting Conditions) of this Commitment Letter and Schedule 3 (Conditions Precedent) to the Term Sheet. 5.2 Each of the Mandated Lead Arrangers and the Underwriters confirms thatDefault: (a) as a result of misrepresentation by Mergerco or the Parent in respect of its Commitments status, powers and authority, binding obligations, non-conflict with other obligations, validity and admissibility in evidence, holding company, the Facility have been approved by its credit committees Merger Documents, the Shareholder Documents, ownership of shares and all assets charged under the Transaction Security Documents (to which Mergerco/the Parent is a party, other relevant internal bodies than (for the avoidance of itdoubt) shares to the Target), shares subject to Transaction Security (limited to shares in Mergerco), pari passu ranking of payment obligations and (to the extent it confirms that it has completed all due diligence required by itrelates to complying with the applicable laws, regulations and sanctions only) sanctions/anti-money laundering/anti-corruption/anti-terrorism (each, a “Major Representation”); (b) as a result of a breach by Mergerco or the Parent of its obligations in respect of itself under the undertakings on negative pledge, financial indebtedness, merger/reorganisation, loans and credit, guarantees and indemnities, Restricted Payments, acquisitions, JVs, holding company, disposals, amendments to waivers/adverse consents under (or termination/assignment of) Merger Documents, and, (to the extent it has completed all internal approval processes and received all final internal approvals required relates to execute this Commitment Letter and (in the case of an Underwriter) provide its Commitments; and (c) (based on the applicable laws and regulations applicable as at the date of this Commitment Letter) it has completed and is satisfied complying with the results of all client identification procedures that it is required to carry out in connection with making the Facility available in connection with the Acquisition in compliance with all applicable laws, regulations and internal requirements (including but not limited to all applicable sanctions only) sanctions/anti-money laundering rules and all “know your customer” requirements). 5.3 The Mandated Lead Arrangers and the Underwriters further confirm that the Acquisition Agreement, the Shareholder Terms, the Base Case Model, the Original Financial Statements, the Reports and the Structure Memorandum (each as at the date of this Commitment Letter) have been delivered to the Mandated Lead Arrangers and the Underwriters, and in the forms so delivered as at the Commitment Letter are (and subject to them remaining in substantially the same forms, or subject to them being delivered in final forms that are substantially the same as the forms so delivered as the Commitment Letter with such supplements or other modifications (which in the aggregate, do not materially and adversely affect the interests of the Mandated Lead Arrangers and the Underwriters), will be) acceptable to the Mandated Lead Arrangers and the Underwriters for the purposes of satisfying any of the conditions precedent in Schedule 3 (Conditions Precedent) to the Term Sheet which corresponds to that document. 5.4 If it becomes unlawful in any applicable jurisdiction for a Mandated Lead Arranger or an Underwriter to perform any of its obligations as contemplated by the Underwriting Documents or (in the case of an Underwriter) to fund, issue or maintain its participation under the Facility, such Mandated Lead Arranger or Underwriter shall:laundering/anti-corruption/anti-terrorism; or (ac) promptly notify you upon becoming aware inrespect of non-payment, insolvency and insolvency related events, unlawfulness and invalidity, repudiation and rescission of agreements, creditors’ process or expropriation in relation to Mergerco or the eventParent; and (bv) delivery of the applicable utilisation request in consultation accordance with you, take all reasonable steps to mitigate any circumstances which arise and which would result in its obligations under the Underwriting Documents or (in the case of an Underwriter) underwriting in respect provisions of the Facility not being available, including (but not limited to) transferring its rights and obligations under the Underwriting Documents to one or more of its Affiliates where such transfer is permitted under paragraph 12 (Assignment or Transfer), provided that: (i) you shall promptly indemnify such Mandated Lead Arranger or Underwriter for all costs and expenses reasonably and properly incurred by such Mandated Lead Arranger or Underwriter as a result of steps taken by it pursuant to this paragraph (b); and (ii) such Mandated Lead Arranger or Underwriter is not obliged to take any such steps if, in the opinion of such Mandated Lead Arranger or Underwriter (acting reasonably), to do so might be materially prejudicial to itAgreement.

Certain Funds. 5.1 The Commitments in respect of the Facility are made on a certain funds basis, as set out in the Term Sheet, during the Certain Funds Period. Accordingly, 13.1 AMEC warrants and notwithstanding anything represents to the contrary herein or in any Underwriting Document, during the Certain Funds Period, the only conditions to utilisation of the Commitments of the Underwriters in respect of the Facility are as expressly set out in paragraph 4 (Underwriting Conditions) of this Commitment Letter and Schedule 3 (Conditions Precedent) to the Term Sheet. 5.2 Each of the Mandated Lead Arrangers and the Underwriters confirms Company that: (a) its Commitments subject to satisfaction or waiver of the Conditions, it will be in a position to satisfy full implementation of the Acquisition and pay the Facility have been approved by its credit committees amount equal to the Due Amounts as and all other relevant internal bodies of it, and it confirms that it has completed all due diligence required by itwhen required; (b) it has completed 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 Financing Document and the CP confirmation letter from Bank of America Xxxxxxx Xxxxx 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 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 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 with respect to the initial utilisation under, the Financing Document; and (f) 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 will or will procure that all internal approval processes and received all final internal approvals actions required to execute be taken by it under this Commitment Letter 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) 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 case Financing Document which would entitle the relevant debt provider or providers, to refuse to provide funds under the Financing Document and, in particular, it will take all such reasonable steps as are within its power to procure that no event of an Underwriter) provide its Commitmentsdefault or Drawstop Event occurs which would permit the relevant lenders to decline to make advances or payments under the Financing Document as necessary to enable satisfaction of the Due Amounts; and (c) until the Offer Closing, it will not exercise any right to amend, terminate, cancel or rescind the Financing Document (based on or any provision thereof) in a manner prejudicial to AMEC’s ability to satisfy the applicable laws and regulations applicable as at Due Amounts without the date Company’s prior written consent. 13.3 For the avoidance of this Commitment Letter) it has completed and is satisfied with the results of all client identification procedures that doubt, it is required understood and agreed that AMEC’s obligation to carry out in connection with making the Facility available in connection with consummate the Acquisition in compliance with all applicable laws, regulations and internal requirements (including but not limited to all applicable money laundering rules purchase and all “know your customer” requirements). 5.3 The Mandated Lead Arrangers and the Underwriters further confirm that the Acquisition Agreement, the Shareholder Terms, the Base Case Model, the Original Financial Statements, the Reports and the Structure Memorandum (each as at the date of this Commitment Letter) have been delivered to the Mandated Lead Arrangers and the Underwriters, and in the forms so delivered as at the Commitment Letter are (and subject to them remaining in substantially the same forms, or subject to them being delivered in final forms that are substantially the same as the forms so delivered as the Commitment Letter with such supplements or other modifications (which in the aggregate, do not materially and adversely affect the interests of the Mandated Lead Arrangers and the Underwriters), will be) acceptable to the Mandated Lead Arrangers and the Underwriters pay for the purposes of satisfying any of the conditions precedent in Schedule 3 (Conditions Precedent) to the Term Sheet which corresponds to that document. 5.4 If it becomes unlawful in any applicable jurisdiction for a Mandated Lead Arranger or an Underwriter to perform any of its obligations as contemplated by the Underwriting Documents or (in the case of an Underwriter) to fund, issue or maintain its participation under the Facility, such Mandated Lead Arranger or Underwriter shall: (a) promptly notify you upon becoming aware of the event; and (b) in consultation with you, take all reasonable steps to mitigate any circumstances which arise and which would result in its obligations under the Underwriting Documents or (in the case of an Underwriter) underwriting in respect of the Facility not being available, including (but not limited to) transferring its rights and obligations under the Underwriting Documents to one or more of its Affiliates where such transfer is permitted under paragraph 12 (Assignment or Transfer), provided that: (i) you shall promptly indemnify such Mandated Lead Arranger or Underwriter for all costs and expenses reasonably and properly incurred by such Mandated Lead Arranger or Underwriter as a result of steps taken by it Company Shares pursuant to this paragraph (b); and (ii) such Mandated Lead Arranger or Underwriter Agreement and the Offer Documents is not obliged to take conditioned on AMEC obtaining any such steps ifdebt, in the opinion of such Mandated Lead Arranger equity or Underwriter (acting reasonably), to do so might be materially prejudicial to itother financing.

Certain Funds. 5.1 The Commitments in respect of the Facility are made on a certain funds basis, as set out in the Term SheetUnderwriting Documents, during the Certain Funds Period. Accordingly, and notwithstanding anything to the contrary herein or in any Underwriting Document, during the Certain Funds Period, the only conditions to utilisation of the Commitments of the Underwriters in respect of the Facility are as expressly set out in paragraph 4 (Underwriting Conditions) of this Commitment Letter and Schedule 3 (Conditions Precedent) to Letter. None of the Term SheetUnderwriting Documents, the Facility Agreement or the other Finance Documents shall contain any material adverse effect conditionality in respect of the Commitments. 5.2 Each of the The Mandated Lead Arrangers Arranger and the Underwriters confirms Underwriter confirm that: (a) its their respective Commitments and the Facility have been approved by its their respective credit committees and all other relevant internal bodies or approvals process required to provide the Commitments and each of it, the Mandated Lead Arranger and it the Underwriter confirms that it has completed received all due diligence required by itit in respect of the Merger, the Buyer Group Members, the Target Group and otherwise in connection with making the Facility available in connection with the Merger; (b) it has they have completed all internal approval processes and received all final internal approvals required to execute this Commitment Letter and (in the case of an Underwriter) other Underwriting Documents and provide its their respective Commitments; and (c) (based on the applicable laws and regulations applicable as at the date of this Commitment Letter) it has they have completed and is are satisfied with the results of all client identification procedures that it is they are respectively required to carry out in connection with making the Facility available in connection with the Acquisition Merger in compliance with all applicable laws, regulations and internal requirements (including but not limited to all applicable money laundering rules and all “know your customer” requirements). 5.3 The Mandated Lead Arrangers Arranger and the Underwriters Underwriter each further confirm confirms that the Acquisition Agreement, Merger Agreement which is required as a condition precedent under the Shareholder Terms, the Base Case Model, the Original Financial Statements, the Reports and the Structure Memorandum Term Sheet (each as at the date of this Commitment Letter) have has been delivered to the Mandated Lead Arrangers Arranger and the UnderwritersUnderwriter, and in the forms so form delivered as at the Commitment Letter are is (and subject to them it remaining in substantially the same formsform, or subject to them being delivered in final forms that are substantially the same as the forms so delivered as the Commitment Letter with such supplements or other modifications (which in the aggregate, do not materially and adversely affect the interests of the Mandated Lead Arrangers Arranger and the UnderwritersUnderwriter taken as a whole), when delivered in final form, will be) acceptable to the Mandated Lead Arrangers Arranger and the Underwriters Underwriter for the purposes of satisfying any of the conditions precedent in Schedule 3 (Conditions Precedent) to the Term Sheet which corresponds to that document. 5.4 If it becomes unlawful in any applicable jurisdiction for a the Mandated Lead Arranger or an the Underwriter to perform any of its their obligations as contemplated by the Underwriting Documents or (in the case of an Underwriter) to fund, issue or maintain its their participation under the Facility, such Mandated Lead Arranger or Underwriter shall: (a) promptly notify you upon becoming aware of the event; and (b) in consultation with you, take all reasonable steps to mitigate any circumstances which arise and which would result in its obligations under the Underwriting Documents or (in the case of an Underwriter) their underwriting in respect of the Facility not being available, available including (but not limited to) transferring its rights and obligations under the Underwriting Documents to one or more of its Affiliates where such transfer is permitted under paragraph 12 (Assignment or Transfer), provided that:affiliates. (i) you shall promptly indemnify such 5.5 The obligations of the Mandated Lead Arranger and the Underwriter are several and a failure by a Mandated Lead Arranger or an Underwriter for all costs and expenses reasonably and properly incurred by such to perform its obligations under any of the Underwriting Documents shall not affect the obligations of any other Mandated Lead Arranger or Underwriter as a result of steps taken by it pursuant to this paragraph (b); and (ii) such Underwriter. No Mandated Lead Arranger or Underwriter is not obliged to take any such steps if, in responsible for the opinion obligations of such another Mandated Lead Arranger or Underwriter (acting reasonably), to do so might be materially prejudicial to itUnderwriter.

Certain Funds. 5.1 30.1 The Commitments in respect of the Facility are made on a certain funds basis, as set out in the Term Sheet, during the Certain Funds Period. Accordingly, and notwithstanding anything Purchaser warrants to the contrary herein or in any Underwriting Document, during the Certain Funds Period, the only conditions to utilisation of the Commitments of the Underwriters in respect of the Facility are as expressly set out in paragraph 4 (Underwriting Conditions) of this Commitment Letter and Schedule 3 (Conditions Precedent) to the Term Sheet. 5.2 Each of the Mandated Lead Arrangers and the Underwriters confirms that: (a) its Commitments and the Facility have been approved by its credit committees and all other relevant internal bodies of it, and it confirms that it has completed all due diligence required by it; (b) it has completed all internal approval processes and received all final internal approvals required to execute this Commitment Letter and (in the case of an Underwriter) provide its Commitments; and (c) (based on the applicable laws and regulations applicable as Seller at the date of this Agreement that: (A) the Seller has been provided with correct and complete copies of the commitment letter pursuant to which the Purchaser’s Financing Banks have committed, subject to the terms and conditions set forth therein, to lend the Debt Amount and the fee letter relating thereto (redacted as to fees payable to the Purchaser’s Financing Banks, the amounts of any possible “flex” to pricing, ratios or tranching, caps and pricing in respect of the securities demand) (the commitment letter and fee letter together with any replacement or amendment thereof and all exhibits, schedules and annexes to such letters being the “Debt Commitment Letter”) and pursuant to which the Purchaser shall have sufficient cash resources in order to pay all amounts that are or may become due under this Agreement and the Purchaser’s Transaction Documents (including any consideration adjustment amount under Clause 8) and in respect of the Existing Facilities Refinancing; (B) the Debt Commitment Letter has been executed by all the parties thereto and is, and each other Financing Agreement will upon execution be, in full force and effect and all obligations assumed thereunder are legal, valid, binding and enforceable obligations except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganisation, restoration and other laws of general application affecting the rights and remedies of creditors; and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding at law or in equity); (C) the Seller has been provided with correct and complete copies of the Existing Facilities; (D) the aggregate outstanding principal amount under the Existing Facilities is US$196,000,000; (E) the terms and conditions of any engagement letter or fee letter in respect of the Unsecured Notes (as defined in the Debt Commitment Letter) it has completed and is satisfied with (the results “Notes Letters”) do not impose additional conditions or restrictions applicable to the advance, remittance or making available of all client identification procedures that it is required any funds, monies or amounts referred to carry out in connection with making the Facility available in connection with Debt Commitment Letter; (F) save for the Acquisition in compliance with all applicable laws, regulations and internal requirements (including but not limited to all applicable money laundering rules and all “know your customer” requirements). 5.3 The Mandated Lead Arrangers Debt Commitment Letter and the Underwriters further confirm that the Acquisition AgreementNotes Letters, the Shareholder Termsthere are no other documents, the Base Case Model, the Original Financial Statements, the Reports and the Structure Memorandum (each as at the date of this Commitment Letter) have been delivered agreements or arrangements in existence which relate to the Mandated Lead Arrangers terms and the Underwritersconditions under which any funds, and monies or amounts referred to in the forms so delivered as at the Debt Commitment Letter are (and subject to them remaining in substantially the same formsmay be advanced, remitted or subject to them being delivered in final forms that are substantially the same as the forms so delivered as the Commitment Letter with such supplements or other modifications (which in the aggregate, do not materially and adversely affect the interests of the Mandated Lead Arrangers and the Underwriters), will be) acceptable made available to the Mandated Lead Arrangers and the Underwriters for the purposes of satisfying any of the conditions precedent in Schedule 3 (Conditions Precedent) to the Term Sheet which corresponds to that document. 5.4 If it becomes unlawful in any applicable jurisdiction for a Mandated Lead Arranger or an Underwriter to perform any of its obligations as contemplated by the Underwriting Documents or (in the case of an Underwriter) to fund, issue or maintain its participation under the Facility, such Mandated Lead Arranger or Underwriter shall: (a) promptly notify you upon becoming aware of the eventPurchaser; and (bG) in consultation with youthe Purchaser will have, take at Completion and on the date on which any consideration adjustment amount becomes due under Clause 8, sufficient cash resources available to it (on an unconditional basis, save for the satisfaction of the Competition Condition, and after payment of all reasonable steps to mitigate any circumstances which arise and which would result in its obligations under other amounts payable by the Underwriting Documents or (in the case of an Underwriter) underwriting Purchaser on such date, including without limitation in respect of the Facility not being available, including (but not limited toExisting Facilities Refinancing) transferring to satisfy its rights and obligations under this Agreement and the Underwriting Purchaser’s Transaction Documents (including, without prejudice to one or more the generality of the foregoing, its Affiliates where such transfer is permitted obligation to pay any consideration due under paragraph 12 this Agreement and any consideration adjustment amount under Clause 8). 30.2 The Purchaser undertakes to maintain the Debt Commitment Letter and, following its execution, each other Financing Agreement, in full force and effect and: (Assignment or Transfer), provided A) shall ensure that: (i) you there shall promptly indemnify such Mandated Lead Arranger be no amendment, modification, termination, replacement, restatement, cancellation or Underwriter for all costs and expenses reasonably and properly incurred by such Mandated Lead Arranger other change made to the Debt Commitment Letter, any Financing Agreement or Underwriter as a result of steps taken by it pursuant to this paragraph (b)any Existing Facility; and (ii) the terms and conditions of the Debt Financing provided under any Financing Agreement other than the Debt Commitment Letter shall not differ from the terms and conditions of the Financing under the Debt Commitment Letter in any way, that could adversely affect the ability of the Purchaser to satisfy its obligations under this Agreement or otherwise prevent or adversely affect or delay Completion; and (B) shall not do any act or take any step or omit to do any act or take any step that could in any way: (i) reduce the aggregate amount of the finance committed and available to be drawn by the Purchaser under the Financing Agreements below the amount which, having deducted all other amounts (if any) to be funded pursuant to any Financing Agreement (including for the avoidance of doubt in respect of the Existing Facilities), is sufficient to ensure that the Purchaser will be able to satisfy its obligations under this Agreement and the Purchaser’s Transaction Documents; (ii) reduce the period of time for which funds are available to be drawn by the Purchaser; or (iii) otherwise adversely affect the ability of the Purchaser to draw funds under the Financing Agreements on the Completion Date or on which any consideration adjustment amount becomes due under Clause 8 sufficient to enable the Purchaser to satisfy its obligations under this Agreement, the Purchaser’s Transaction Documents and in respect of the Existing Facilities Refinancing. 30.3 The Purchaser shall within two Business Days of written request by the Seller confirm whether it has received all Required Financial Information (and if it has not, shall specify what information remains outstanding). Failure by the Purchaser to specify the information which remains outstanding within two Business Days of such Mandated Lead Arranger written request shall be deemed to constitute confirmation that all Required Financial Information has been delivered to the Purchaser. 30.4 The Purchaser shall use all commercially reasonable endeavours to: (A) obtain the Debt Financing on the terms and subject to the conditions described in the Debt Commitment Letter; (B) maintain in effect the Debt Commitment Letter and negotiate in good faith and use all commercially reasonable endeavours to enter into definitive agreements with respect to the Debt Financing on the terms and subject to the conditions reflected in the Debt Commitment Letter; (C) comply on a timely basis with all covenants, and satisfy on a timely basis all conditions, required to be complied with or Underwriter satisfied by the Purchaser in the Debt Commitment Letter and in such other Financing Agreements; (D) cause the Debt Financing to be consummated at such time or from time to time as is necessary for the Purchaser to satisfy its obligations under this Agreement and the Purchaser’s Transaction Documents (including for the avoidance of doubt by drawing the Unsecured Bridge Facility (as defined in the Debt Commitment Letter) if the Unsecured Notes (as defined in the Debt Commitment Letter) are not obliged at such time issued or capable of issuance); (E) take all steps necessary under the terms of the Existing Facilities to effect the Existing Facilities Refinancing on the Completion Date; and (F) pay any and all commitment or other fees in a timely manner that become payable by the Purchaser under the Debt Commitment Letter following the date of this Agreement, to the extent that the failure to pay such fees would reasonably be expected to adversely impact the availability of the financing thereunder. 30.5 The Purchaser further undertakes to the Seller that it shall take all action necessary to draw such amounts as it requires under the Financing Agreements on the Completion Date sufficient for the Purchaser to pay the amounts due to the Seller at Completion under this Agreement, the Purchaser’s Transaction Documents and the Existing Facilities Refinancing (having deducted all other amounts (if any) to be funded pursuant to any Financing Agreement on such date), and shall draw such further amounts under the Financing Agreement to satisfy when due any consideration adjustment amount which becomes due from the Purchaser under this Agreement, and in each case to pay all fees (including any Sales Tax properly chargeable thereon) and expenses required to be paid in connection with the Debt Financing (having deducted all other amounts (if any) to be funded pursuant to any Financing Agreement on such date. 30.6 To the extent that such funds as referred to in Clauses 30.2, 30.3 and 30.5 are not capable of being drawn as a result of a failure of the relevant counterparty to perform its obligations under the Financing Agreements, the Purchaser undertakes to take all such actions (or procure that such action is taken) as is necessary to enforce its or any other member of the Purchaser’s Group’s rights against such steps ifcounterparty under the relevant Financing Agreement. 30.7 If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Purchaser shall use all commercially reasonable endeavours to obtain a new financing commitment letter and a new definitive agreement with respect thereto that provides for financing on terms (including structure, covenants and pricing) not materially less favourable (including the imposition of any new or additional conditions or restrictions on the operation of the Business or the business conducted by the Purchaser or any other member of the Purchaser’s Group), in the opinion of such Mandated Lead Arranger or Underwriter (acting reasonably)aggregate, to the Purchaser or the Seller in an amount that is sufficient, when added to the portion of any financing that is available, to pay in cash all amounts that are or may become due under this Agreement and the Purchaser’s Transaction Documents (including any consideration adjustment amount Clause 8) (the “Alternative Financing”). 30.8 The Purchaser shall keep the Seller reasonably informed on a timely basis of the status of, and any material developments relating to, the Financing Agreements and/or the Debt Financing, including by: (A) giving the Seller prompt notice of: (i) any breach by any party to the Financing Agreements, or any documents related to the Debt Financing or the Alternative Financing, of which the Purchaser has become aware, or (ii) any circumstances as consequence of which the Purchaser reasonably believes it may fail to (a) arrange the Debt Financing, (b) conclude or execute definitive documentation in respect of the Debt Financing, (c) satisfy any condition to draw down of the Debt Financing, or (d) draw down the Debt Financing; or (iii) notwithstanding Clause 30.2, of any termination of any Financing Agreement or any documents related to the Debt Financing or the Alternative Financing; and (B) providing to the Seller, on a confidential and timely basis, copies of all draft documentation relating to the Debt Financing and/or, if applicable, any Alternative Financing. 30.9 To the extent that such funds as are referred to in Clauses 30.2 and 30.3 are available and/or capable of being drawn by, or paid to, the Purchaser, the Purchaser undertakes to the Seller that it will take, perform, execute, sign, deliver and do all such actions, steps, documents, agreements, notices, communications and things as are necessary, and/or procure that the same are done, in order to draw down and receive such funds and complete the sale and purchase of the Business Assets pursuant to and in accordance with the terms of this Agreement. 30.10 If the Marketing Period is not completed prior to the Comfort Letter End Date or if on the Comfort Letter End Date a Competition Condition is not satisfied or waived in accordance with this Agreement, or if the Seller reasonably believes the Marketing Period will not complete prior to the Comfort Letter End Date or a Competition Condition will not be so might satisfied or waived on the Comfort Letter End Date, the Purchaser shall: (A) at the request of the Seller, at the request of the Seller, request the Purchaser’s Funding Banks to defer the Comfort Letter End Date, in which case the Comfort Letter End Date shall be materially prejudicial such later date, if any, agreed to it.by the Purchaser’s Funding Bank; and (B) promptly upon request by the Seller, reimburse the Seller and other members of the Green Group for 50 per cent. (but in no event in an amount greater than £200,000) of all documented and reasonable out-of-pocket costs incurred by the Seller and other members of the Green Group in connection with the preparation and audit of the audited statements of net assets to be sold and related statements of revenue and direct operating expenses in relation to the business described in the Draft Carve-Out Accounts for the fiscal year ending

Certain Funds. 5.1 The Commitments in respect (a) Notwithstanding any other provision of this Agreement or the Facility are made on Incremental Amendment No. 3 to the contrary, a certain funds basis, as set out in the 2017 Incremental Term Sheet, during the Lender will be obliged to make a Certain Funds Period. Accordingly, and notwithstanding anything to Credit Extension if on the contrary herein or in any Underwriting Document, during the proposed Certain Funds Period, the only conditions to utilisation of the Commitments of the Underwriters in respect of the Facility are as expressly set out in paragraph 4 (Underwriting Conditions) of this Commitment Letter and Schedule 3 (Conditions Precedent) to the Term Sheet. 5.2 Each of the Mandated Lead Arrangers and the Underwriters confirms thatCredit Extension Date: (a) its Commitments and the Facility have been approved by its credit committees and all other relevant internal bodies of it, and it confirms that it has completed all due diligence required by it; (bi) it has completed all internal approval processes and received all final internal approvals required to execute this Commitment Letter and (in the case of an Underwriter) provide its Commitments; and (c) (based on the applicable laws and regulations applicable as at the date of this Commitment Letter) it has completed and is satisfied with the results of all client identification procedures that it is required to carry out in connection with making the Facility available in connection with the Acquisition in compliance with all applicable laws, regulations and internal requirements (including but not limited to all applicable money laundering rules and all “know your customer” requirements). 5.3 The Mandated Lead Arrangers and the Underwriters further confirm that the Acquisition Agreement, the Shareholder Terms, the Base Case Model, the Original Financial Statements, the Reports and the Structure Memorandum (each as at the date of this Commitment Letter) have been delivered to the Mandated Lead Arrangers and the Underwriters, and in the forms so delivered as at the Commitment Letter are (and subject to them remaining in substantially the same forms, or subject to them being delivered in final forms that are substantially the same as the forms so delivered as the Commitment Letter with such supplements or other modifications (which in the aggregate, do not materially and adversely affect the interests of the Mandated Lead Arrangers and the Underwriters), will be) acceptable to the Mandated Lead Arrangers and the Underwriters for the purposes of satisfying any of the conditions precedent in Schedule 3 (Conditions Precedent) to the Term Sheet which corresponds to that document. 5.4 If it becomes unlawful in any applicable jurisdiction for a Mandated Lead Arranger or an Underwriter that 2017 Incremental Term Lender to perform any of its obligations as contemplated 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 Underwriting Documents 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 the 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 case proposed Certain Funds Credit Extension; (iii) all fees or other payments owing pursuant to Section 10.13 in respect of an Underwriterthe 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 fundbe paid by the Borrower in respect of the 2017 Incremental Facilities pursuant to that certain Fee Letter, issue dated as of August 9, 2017 among, inter alios, the Borrower and the Lenders party thereto shall have been paid on or maintain its participation under prior to the FacilityCertain 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, such Mandated Lead Arranger or Underwriter shallbeing: (aA) promptly notify you upon becoming aware If the Worldpay Acquisition is effected by way of the eventScheme, 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) in consultation with you, take all reasonable steps to mitigate any circumstances which arise and which would result in its obligations under During the Underwriting Documents or Certain Funds Period (in the case of an Underwriter) underwriting save in respect of the Facility a 2017 Incremental Term Lender in circumstances where, pursuant to paragraph (a) above, that 2017 Incremental Term Lender is not being available, including (but not limited to) transferring its rights and obligations under the Underwriting Documents obliged to one or more of its Affiliates where such transfer is permitted under paragraph 12 (Assignment or Transferadvance a Certain Funds Credit Extension), provided thatnone of the 2017 Incremental Term Lenders (in their capacity as such) shall be entitled to: (i) you shall promptly indemnify such Mandated Lead Arranger or Underwriter for all costs and expenses reasonably and properly incurred by such Mandated Lead Arranger or Underwriter as a result cancel any of steps taken by it pursuant to this paragraph (b); andits Commitments in respect of the 2017 Incremental Term Facilities; (ii) such Mandated Lead Arranger rescind, terminate or Underwriter is not obliged cancel this Agreement, the Incremental Amendment No. 3 or any of the 2017 Term Incremental Facilities or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to take any such steps if, in the opinion of such Mandated Lead Arranger or Underwriter (acting reasonably), extent to do so might would prevent or limit the advance or, as the case may be, issue of a Certain Funds Credit Extension; (iii) refuse to participate in the making of a Certain Funds Credit Extension; (iv) exercise any right of set-off or counterclaim in respect of a Credit Extension to the extent to do so would prevent or limit the making of a Certain Funds Credit Extension; (v) cancel, accelerate or cause repayment or prepayment of any amounts owing 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 a Certain Funds Credit 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 expiry of the Certain Funds Period all such rights, remedies and entitlements shall be materially prejudicial available to itthe 2017 Incremental Term Lenders notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Certain Funds. 5.1 The Commitments in respect of the Facility are made on a certain funds basis, as set out in the Term Sheet, during the Certain Funds Period. Accordingly, and notwithstanding anything to the contrary herein or in any other Underwriting Document, during the Certain Funds Period, the only conditions to utilisation of the Commitments of the Underwriters Underwriter in respect of the Facility, and the funding of the entire amount of the Facility on or prior to the Closing Date, are solely as expressly set out in paragraph 4 (Underwriting Conditions) of this Commitment Letter Letter, paragraph 37 entitled “Certain Funds” and Schedule 3 2 (Conditions Precedent) to the Term Sheet. For the avoidance of any doubt, there shall be no other conditions, express or implied, to the funding of the entire amount of the Facility on or prior to the Closing Date, other than those expressed in the immediately foregoing sentence of this Section 5.1. 5.2 Each of the Mandated Lead Arrangers Arranger and the Underwriters Underwriter confirms that: (a) the funding to satisfy all of its Commitments and the Facility have been approved by all of its relevant credit committees and all other relevant internal bodies of it, and it confirms that it has has, or persons on its behalf have, completed all due diligence required by itit in respect of the Acquisition, the Group and the Target Group and otherwise in connection with making the Facility available in connection with the Acquisition; (b) it has completed all internal approval processes and received all final internal approvals required to execute this Commitment Letter and (in the case of an Underwriter) provide the funding to satisfy all of its CommitmentsCommitments and fund the entire amount of the Facility; and (c) (based on the applicable laws and regulations applicable as at the date of this Commitment Letter) Letter it has completed and is satisfied with the results of all client identification procedures that it is required to carry out in connection with making the Facility available in connection with the Acquisition in compliance with all applicable laws, regulations and internal requirements (including but not limited to all applicable money laundering rules and all “know your customer” requirements). 5.3 The Mandated Lead Arrangers Arranger and the Underwriters Underwriter further confirm that the Acquisition Merger Agreement, the Shareholder Terms, the Base Case Model, the Original Financial Statements, Statements and the Reports and the Structure Memorandum (each as at the date of this Commitment Letter) have been delivered to the Mandated Lead Arrangers Arranger and the UnderwritersUnderwriter, and in the forms so delivered as at the Commitment Letter are (and subject to them remaining in substantially the same forms, or subject to them being delivered in final forms that are substantially the same as the forms so delivered as the Commitment Letter with such supplements or other modifications (which in the aggregate, do not materially and adversely affect the interests of the Mandated Lead Arrangers Arranger and the UnderwritersUnderwriter (taken as a whole) as compared to the version of the document accepted by it pursuant to this paragraph), will be) acceptable to the Mandated Lead Arrangers Arranger and the Underwriters Underwriter (and they will procure the acceptance by each Lender) for the purposes of satisfying any of the conditions precedent in Schedule 3 2 (Conditions Precedent) to the Term Sheet which corresponds to that document. 5.4 If it becomes unlawful in any applicable jurisdiction for a the Mandated Lead Arranger or an Underwriter to perform any of its obligations as contemplated by the Underwriting Documents or (in the case of an Underwriter) to fund, issue or maintain its participation under the Facility, such Mandated Lead Arranger or Underwriter shall: (a) promptly notify you upon becoming aware of the event; and (b) in consultation with you, take all reasonable steps to mitigate any circumstances which arise and which would result in its obligations under the Underwriting Documents or (in the case of an Underwriter) underwriting in respect of the Facility not being available, including (but not limited to) transferring its rights and obligations under the Underwriting Documents to one or more of its Affiliates where such transfer is permitted under paragraph 12 (Assignment or Transfer), provided that: (iA) you shall promptly indemnify such Mandated Lead Arranger or Underwriter for all costs and expenses reasonably and properly incurred by such Mandated Lead Arranger or Underwriter as a result of steps taken by it pursuant to this paragraph (b); and (iiB) such Mandated Lead Arranger or Underwriter is not obliged to take any such steps if, in the opinion of such Mandated Lead Arranger or Underwriter (acting reasonably), to do so might be materially prejudicial to it.

Certain Funds. 5.1 The Commitments in respect (a) Notwithstanding any other provision of this Agreement or the Facility are made on Incremental Amendment No. 3 to the contrary, a certain funds basis, as set out in the 2017 Incremental Term Sheet, during the Lender will be obliged to make a Certain Funds Period. Accordingly, and notwithstanding anything to Credit Extension if on the contrary herein or in any Underwriting Document, during the proposed Certain Funds Period, the only conditions to utilisation of the Commitments of the Underwriters in respect of the Facility are as expressly set out in paragraph 4 (Underwriting Conditions) of this Commitment Letter and Schedule 3 (Conditions Precedent) to the Term Sheet. 5.2 Each of the Mandated Lead Arrangers and the Underwriters confirms thatCredit Extension Date: (a) its Commitments and the Facility have been approved by its credit committees and all other relevant internal bodies of it, and it confirms that it has completed all due diligence required by it; (bi) it has completed all internal approval processes and received all final internal approvals required to execute this Commitment Letter and (in the case of an Underwriter) provide its Commitments; and (c) (based on the applicable laws and regulations applicable as at the date of this Commitment Letter) it has completed and is satisfied with the results of all client identification procedures that it is required to carry out in connection with making the Facility available in connection with the Acquisition in compliance with all applicable laws, regulations and internal requirements (including but not limited to all applicable money laundering rules and all “know your customer” requirements). 5.3 The Mandated Lead Arrangers and the Underwriters further confirm that the Acquisition Agreement, the Shareholder Terms, the Base Case Model, the Original Financial Statements, the Reports and the Structure Memorandum (each as at the date of this Commitment Letter) have been delivered to the Mandated Lead Arrangers and the Underwriters, and in the forms so delivered as at the Commitment Letter are (and subject to them remaining in substantially the same forms, or subject to them being delivered in final forms that are substantially the same as the forms so delivered as the Commitment Letter with such supplements or other modifications (which in the aggregate, do not materially and adversely affect the interests of the Mandated Lead Arrangers and the Underwriters), will be) acceptable to the Mandated Lead Arrangers and the Underwriters for the purposes of satisfying any of the conditions precedent in Schedule 3 (Conditions Precedent) to the Term Sheet which corresponds to that document. 5.4 If it becomes unlawful in any applicable jurisdiction for a Mandated Lead Arranger or an Underwriter that 2017 Incremental Term Lender to perform any of its obligations as contemplated 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 Underwriting Documents 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 the 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 case proposed Certain Funds Credit Extension; (iii) all fees or other payments owing pursuant to Section 10.13 in respect of an Underwriterthe 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 fundbe paid by the Borrower in respect of the 2017 Incremental Facilities pursuant to that certain Fee Letter, issue dated as of August 9, 2017 among, inter alios, the Borrower and the Lenders party thereto shall have been paid on or maintain its participation under prior to the FacilityCertain 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, such Mandated Lead Arranger or Underwriter shallbeing: (aA) promptly notify you upon becoming aware If the Worldpay Acquisition is effected by way of the eventScheme, 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 Vantiv 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) in consultation with you, take all reasonable steps to mitigate any circumstances which arise and which would result in its obligations under During the Underwriting Documents or Certain Funds Period (in the case of an Underwriter) underwriting save in respect of the Facility a 2017 Incremental Term Lender in circumstances where, pursuant to paragraph (a) above, that 2017 Incremental Term Lender is not being available, including (but not limited to) transferring its rights and obligations under the Underwriting Documents obliged to one or more of its Affiliates where such transfer is permitted under paragraph 12 (Assignment or Transferadvance a Certain Funds Credit Extension), provided thatnone of the 2017 Incremental Term Lenders (in their capacity as such) shall be entitled to: (i) you shall promptly indemnify such Mandated Lead Arranger or Underwriter for all costs and expenses reasonably and properly incurred by such Mandated Lead Arranger or Underwriter as a result cancel any of steps taken by it pursuant to this paragraph (b); andits Commitments in respect of the 2017 Incremental Term Facilities; (ii) such Mandated Lead Arranger rescind, terminate or Underwriter is not obliged cancel this Agreement, the Incremental Amendment No. 3 or any of the 2017 Term Incremental Facilities or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to take any such steps if, in the opinion of such Mandated Lead Arranger or Underwriter (acting reasonably), extent to do so might be materially prejudicial would prevent or limit the advance or, as the case may be, issue of a Certain Funds Credit Extension; (iii) refuse to it.participate in the making of a Certain Funds Credit Extension; (iv) exercise any right of set-off or counterclaim in respect of a Credit Extension to the extent to do so would prevent or limit the making of a Certain Funds Credit Extension;

Certain Funds. 5.1 The Commitments in respect of the Facility are made on a certain funds basis, as set out in the Term Sheet, during the Certain Funds Period. Accordingly, and notwithstanding anything to the contrary herein or in any Underwriting Document, during the Certain Funds Period, the only conditions precedent to utilisation of the Commitments of the Underwriters in respect availability and initial funding of the Facility are as expressly set out in paragraph 4 (Underwriting Conditions) of this Commitment Letter Letter, the Certain Funds Conditions and Schedule 3 1 (Conditions Precedent) to the Term Sheet. 5.2 Each of the Mandated Lead Arrangers Arranger and the Underwriters Underwriter confirms that: (a) its Commitments and the Facility have been approved by its credit committees and all other relevant internal bodies of itit required to provide such Commitments, and it confirms that it has completed all due diligence required by it; (b) it has completed all internal approval processes and received all final internal approvals required to execute this Commitment Letter and (in the case of an Underwriter) provide its Commitments; and (c) (based on the applicable laws and regulations applicable as at the date of this Commitment Letter) it has completed and is satisfied with the results of all client identification procedures that it is required to carry out in connection with making the Facility available in connection with the Acquisition in compliance with all applicable laws, regulations and internal requirements (including but not limited to all applicable money laundering rules and all “know your customer” requirements). 5.3 The Mandated Lead Arrangers Arranger and the Underwriters Underwriter further confirm that the Acquisition Agreement, Agreement and each of the Shareholder Terms, other material documents in relation to the Base Case Model, Acquisition executed by the Original Financial Statements, parties to it (collectively referred to as “Acquisition Documents (other than the Reports and the Structure Memorandum Merger Plan) (each as at the date of this Commitment Letter) have been delivered to the Mandated Lead Arrangers Arranger and the UnderwritersUnderwriter, and in the forms so delivered as at the Commitment Letter are (and subject to them remaining in substantially the same forms, or subject to them being delivered in final forms that are substantially the same as the forms so delivered as the Commitment Letter with such supplements or other modifications (which in the aggregate, aggregate do not materially and adversely affect the interests of the Mandated Lead Arrangers Arranger and the UnderwritersUnderwriter), when delivered in final form will be) acceptable to the Mandated Lead Arrangers Arranger and the Underwriters Underwriter for the purposes of satisfying any of the conditions precedent in Schedule 3 1 (Conditions Precedent) to the Term Sheet which corresponds to that document. 5.4 If On or before the Closing Date, if it becomes unlawful in any applicable jurisdiction for a the Mandated Lead Arranger or an the Underwriter to perform any of its obligations as contemplated by the Underwriting Documents or (in the case of an the Underwriter) to fund, issue fund or maintain its participation under the Facility, such the Mandated Lead Arranger or the Underwriter (as appropriate) shall: (a) promptly notify you upon becoming aware of the event; and (b) in consultation with you, take all reasonable steps to mitigate any circumstances which arise and which would result in its obligations under the Underwriting Documents or (in the case of an the Underwriter) underwriting in respect of its Commitment to underwrite and fund the Facility not being available, including (but not limited to) transferring its rights and obligations under the Underwriting Documents to one or more of its Affiliates where such transfer is permitted under paragraph 12 (Assignment or Transfer)Affiliates, provided that: (i) you shall promptly indemnify such Mandated Lead Arranger or Underwriter for all costs and expenses reasonably and properly incurred by such Mandated Lead Arranger or Underwriter as a result of steps taken by it pursuant to this paragraph (b); and (ii) such Mandated Lead Arranger or Underwriter is not obliged to take any such steps if, in the opinion of such Mandated Lead Arranger or Underwriter (acting reasonably), to do so might be materially prejudicial to it.