Common use of Syndication Clause in Contracts

Syndication. (a) Each of the Obligors shall (and the Company shall procure that each member of the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use reasonable efforts to ensure that the syndication efforts benefit from the Group’s existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.

Syndication. The Borrowers agree that the Administrative Agent has the right to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) Each of the Obligors shall (and the Company shall procure that each member of the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the Group’s existing Borrower's lending and equity relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used in connection with the syndication and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the provisions selection of paragraph institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (a), i) no Obligor Lender shall be required permitted to take any action or to deliver any information that would conflict with any applicable Law to which syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it is bound or other applicable regulation including on the Takeover Code, US Federal securities laws, Closing Date without the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the prior written consent of the relevant beneficiary of such confidentiality undertaking Borrowers and (ii) any syndication shall be offered to such action in order the Lenders pro rata (to allow such disclosure or action to be takenthe extent desired by any Lenders) based on their respective Loan Percentages.

Syndication. (a) Each SunTrust Bank reserves the right, before or after the execution of the Obligors Loan Documents (as defined below), to syndicate all or a portion of its commitments to one or more financial institutions that will become parties to the Loans Documents pursuant to a syndication to be managed by SunTrust. You understand that SunTrust will commence such syndication prior to the Closing Date; provided, that any assignment of commitments prior to the Closing Date shall neither reduce the obligations of SunTrust Bank to fund the Credit Facilities pursuant to its commitments hereunder if any assignee fails to fulfill its obligations under any such assignment nor serve to grant or delegate to any other Lender any discretion reserved to SunTrust Bank with respect to the conditions precedent to funding on the Closing Date (it being agreed and understood that the commercial relationship of Holdings, the Borrowers and the Sponsor shall be limited to SunTrust Bank (and the Company shall procure not any assignee). It is understood that each member of the Bank Group shall) co-operate with SunTrust Bank’s commitments and assist the Mandated Lead Arrangers in connection with the primary agreements hereunder are not subject to syndication of the Facilities (other than Credit Facilities. As a material inducement to SunTrust Bank’s issuing its commitment hereunder, you hereby agree to cooperate, and to use commercially reasonable efforts to cause the B5 Facility Borrowers to cooperate, in such syndication process and to take all action as SunTrust may reasonably request to assist the Arranger in forming a syndicate of Lenders. Your assistance and the B6 Facility) in a manner consistent with normal market practice including Borrowers’ assistance shall include (but not be limited to) by: using commercially reasonable efforts to (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by making senior management and representatives of the Ultimate Parent Borrowers and the Company at one or more bank presentations or meeting with Sponsor available to participate in meetings with, and to provide information to, potential lenders under the Credit Facilities and ratings agencies, at such reasonable times and places as the Mandated Lead Arrangers Arranger may agree with reasonably request; (ii) using existing lending relationships of the Ultimate Parent Borrowers and the Company; and (iv) use reasonable efforts Sponsor to ensure that assist in the syndication efforts benefit from process; and (iii) providing to the Group’s existing lending relationshipsArranger all information reasonably deemed necessary by the Arranger to complete the syndication, provided including an information memorandum with respect to the Credit Facilities, the Borrowers and the Sponsor and pro forma and projected financial statements with respect to the Borrowers and the transactions contemplated by this Commitment Letter (the “Projections”). Promptly after acceptance by you of the terms of this Commitment Letter and the Fee Letter (as defined below), the Arranger intends to commence syndication of the Credit Facilities to a syndicate of lenders and other investors (collectively, including SunTrust Bank, the “Lenders”). The Arranger will manage all aspects of the syndication of the Credit Facilities in consultation with SunTrust Bank and you, including the timing of all offers to potential Lenders, the allocation of commitments, and the determination of compensation and titles (such as co-agent, managing agent, etc.) given, if any, to such Lenders. You agree that no Obligor shall be required to provide Lender will receive any information wherecompensation for its commitment to, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities lawsparticipation in, the laws of DelawareCredit Facilities except as expressly set forth in the Term Sheets or the Fee Letter, or as otherwise agreed to provide any disclosures and offered by the Arranger; provided, that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information no such compensation to be disclosed or action paid by you will be offered to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be takenany other Lender without your consent.

Syndication. (a) Each At any time after the Closing Date, the Company will, if reasonably requested by the Required Holders, assist the Purchasers in completing any private resale by the Purchasers of the Obligors shall (and Securities or any public resale by the Company shall procure that each member Purchasers of the Bank Group shallExchange Notes or any portion thereof (including any such resales of the Securities pursuant to any Offering and any resales of the Exchange Notes following the completion of the Exchange Offer) co-operate with and assist the Mandated Lead Arrangers in connection accordance with the primary syndication Purchasers’ intended method of distribution. Such assistance may, in each case, include the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) byfollowing: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use ’s using commercially reasonable efforts to ensure that the syndication distribution efforts benefit materially from the GroupCompany’s existing lending relationships; (ii) direct contact between the Company’s senior management and advisors and prospective purchasers; (iii) responding to reasonable inquiries of, provided and providing answers to, each prospective purchaser who so requests concerning the Company and its Subsidiaries (to the extent such information is available or can be acquired and made available to prospective purchasers without unreasonable effort or expense and to the extent the provision thereof is not prohibited by Applicable Law or applicable confidentiality restrictions) and the terms and conditions of the applicable distribution; (iv) if requested by the Required Holders in connection with any Offering, (A) preparing an Offering Memorandum to the extent required by Sections 9.2 and 9.3 and other materials to be used in connection with the distribution (including assistance in completion of the Purchasers’, any sales or placement agent’s, if any, or in the case of an underwritten offering, the lead managers’ and co-managers’ reasonable due diligence review of the Company and its Subsidiaries as an aid to such preparation) and (B) complying with the procedures set forth in Section 6(d) of the Exchange and Registration Rights Agreement (other than registration under the Securities Act of the Securities or Exchange Notes being distributed) that would be applicable to such Offering if such Offering were being made pursuant to a Shelf Registration Statement; (v) hosting of one or more meetings of prospective purchasers; and (vi) promptly preparing and providing to the Purchasers (or any sales or placement agent therefor and any underwriter thereof) all information with respect to the Company, including projections, as the Purchasers (or any sales or placement agent therefor and any underwriter thereof) may reasonably request. Any such projections that will so be made available to the Purchasers (or each placement or sales agent, if any, therefor and each underwriter, if any, thereof) by the Company or any of its representatives will be prepared in good faith based upon reasonable assumptions; provided, however, that in no Obligor event shall the Company be required to provide give any information where, having regard representations or warranties with respect to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do sosuch projections. (b) Without prejudice The Company will allow the Required Holders (or any sales or placement agent therefor or, in the case of an underwritten offering, the lead manager and co-managers thereof, in each case, as may be selected by the Purchasers and is reasonably acceptable to the provisions of paragraph (aCompany), no Obligor shall in consultation with the Company, to manage all aspects of the distribution, including decisions as to the selection of institutions to be required to take any action or to deliver any information that would conflict with any applicable Law to approached and when they will be approached, when their commitment will be accepted, which it is bound or other applicable regulation including the Takeover Code, US Federal securities lawsinstitutions will participate, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent allocations of the relevant beneficiary commitments among the prospective purchasers and the amount and distribution of such confidentiality undertaking to such action in order to allow such disclosure or action to be takenfees among the prospective purchasers.

Syndication. (a) Each of Following the Obligors shall (and Closing Date, the Company shall procure that each member of the Bank Group shall) co-operate with and use commercially reasonable efforts to assist the Mandated Lead Arrangers Co-Administrative Agents, Barclays and the Commitment Parties in connection with the primary syndication process (the “Syndication) for the assignment of a proportionate share of the Facilities (other than Term Loans, Notes and Commitments in accordance with the B5 Facility Restructuring Support Agreement and the B6 Facility) DIP Commitment Letter. If the Company Allocated Portion is not allocated by the date set forth for the allocation thereof in a manner consistent the DIP Commitment Letter, any Loans made by the DIP Fronting Creditor on account of the Company Allocated Portion, shall, at the request of any DIP Creditor who is required and permitted to fund its commitment under the DIP Commitment Letter in the form of Notes, be replaced by Notes to be issued by the Company to such DIP Creditor, which shall for all purposes hereunder be “Initial Notes” and the proceeds of which shall be used to repay the Loans made by the DIP Fronting Creditor on account of such commitments. In connection with normal market practice including (but not limited to) by: the Syndication of the Company Allocated Portion, any Loans made by the DIP Fronting Creditor on account of the Company Allocated Portion, shall, at the request of any DIP Creditor who is required and permitted to fund its commitment acquired pursuant to the Syndication in the form of Notes, any Loans so acquired may be replaced by Notes to be issued by the Company to such DIP Creditor, which shall for all purposes hereunder be “Initial Notes” and the proceeds of which shall be used to repay the Loans made by the DIP Fronting Creditor on account of such commitments. In connection with any conversion of Loans to Notes in accordance with this paragraph, (i) providing any Notes Upfront Premium due with respect to such financial and other information relating Notes shall be paid by the Company to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no applicable DIP Creditor holding such information shall be required to be so provided Notes pursuant to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; Syndication, (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials DIP Fronting Creditor shall refund to the Information Memoranda; Company any Term Loan Upfront Premium paid by the Company in connection with such converted Initial Term Loans and (iii) allow attendance by senior management interest accrued on such Initial Term Loans shall not be due upon such conversion but shall instead be paid on the regularly scheduled Interest Payment Date for such amounts. Any unused Tranche A Loan Commitment may be converted into a Tranche A Note Commitment and any unused Tranche B Loan Commitment may be converted into a Tranche B Note Commitment in connection with the Syndication. The Co-Administrative Agents shall be entitled to conclusively rely on a certificate from the Company setting forth the amounts of such conversions and names of the Ultimate Parent applicable DIP Creditors making such conversion, and the Company at one or more bank presentations or meeting with potential lenders at no such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use reasonable efforts to ensure that the syndication efforts benefit from the Group’s existing lending relationships, provided that no Obligor conversion shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of any DIP Creditor; provided that, at the relevant beneficiary request of any DIP Creditor who desires to convert its unused Tranche A Loan Commitment may be converted into a Tranche A Note Commitment and any unused Tranche B Loan Commitment may be converted into a Tranche B Note Commitment in connection with the Syndication, the Company shall deliver a certificate effectuating such confidentiality undertaking conversion to the Co-Administrative Agents. Following receipt of any such action in order certificate, the Co-Administrative Agents shall update their records to allow reflect such disclosure or action to be takenconversion.

Syndication. All aspects of the syndication of any New Bank Facility, including, without limitation, timing, potential syndicate members to be approached (which shall be identified by the Arranger subject to your approval right as set forth below), titles, initial and final allocations and division of fees, shall be determined by the Arranger in consultation with you; provided that each potential syndicate member to be approached must be approved by you (such approval not to be unreasonably withheld, delayed or conditioned) (it being agreed that each person that is currently a “Lender”, or hereafter becomes a “Lender” with your consent, under the Existing Credit Agreement is hereby approved by you). Citi reserves the right, prior to or after the execution of definitive documentation for the 364-Day Facility (but not before (i) the public announcement by you of the Acquisition and (ii) the receipt of customary commitment advices from Lenders other than Citi for at least US$700,000,000 of the principal amount of the 364-Day Facility), to syndicate all or a portion of its commitment hereunder to one or more Lenders pursuant to a syndication to be managed exclusively by the Arranger. The Arranger intends to commence its syndication efforts with respect to the 364-Day Facility promptly upon your execution and delivery to us of this Commitment Letter, and will commence the syndication of any other New Bank Facility as such time as shall be mutually determined by you and by the Arranger. Until the closing under the definitive documentation for any New Bank Facility (such date, the “Syndication End Date” with respect to such New Bank Facility), you agree to actively assist the Arranger in completing a syndication of such New Bank Facility that is reasonably satisfactory to us, including, without limitation, by promptly preparing and providing the Arranger with such information with respect to the Guarantor and its subsidiaries, in each case including financial information, as the Arranger may reasonably deem necessary to arrange and complete a successful syndication of any New Bank Facility. Such assistance shall include, (a) Each of the Obligors shall (and the Company shall procure that each member of the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use your using your commercially reasonable efforts to ensure that the any syndication efforts benefit materially from the Group’s your existing lending and investment banking relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice direct contact between senior management, representatives and advisors of you, on the one hand, and the proposed Lenders and rating agencies identified by the Arranger, on the other hand, at times and places reasonably requested by the Arranger and consented to by the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), (c) assistance by you in the prompt preparation of a Confidential Information Memorandum for any New Bank Facility and other marketing materials and information reasonably deemed necessary by the Arranger to complete a successful syndication of such New Bank Facility for delivery to potential syndicate members and participants, in each case in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the provisions Arranger, including, without limitation, estimates, forecasts, projections and other forward-looking financial information prepared by the Guarantor regarding the future consolidated performance of paragraph the Guarantor and its subsidiaries (aincluding projections for the third and fourth quarters of the fiscal year 2014 and for the fiscal years 2015 and 2016 that include the Acquired Company and its subsidiaries in the form of such projections delivered to and approved by the Arranger on or prior to the date hereof) (collectively, the “Projections”), no Obligor shall be required and (d) the hosting, with the Arranger, of one or more meetings or conference calls with prospective Lenders at the request of the Arranger. You further agree that prior to, or promptly after, the announcement of the Acquisition you will advise each of Xxxxx’x Investors Service, Inc. (“Xxxxx’x”), Standard & Poor’s Ratings Group, a division of McGraw Hill Financial, Inc. (“S&P”), and Fitch IBCA, Inc. (“Fitch”) of the Transactions, including the nature of the contemplated financing therefor. You also agree that, until the Syndication End Date, you and your subsidiaries will not issue, sell, offer, place or arrange, or engage in any discussions with respect to take any action of the foregoing, any debt securities or to deliver any information that would conflict with any applicable Law to which it is bound commercial bank or other applicable regulation including credit facilities of the Takeover Code, US Federal securities lawsGuarantor, the laws Borrower or their respective subsidiaries, other than (i) the Bridge Loan Facility, (ii) any New Bank Facility, (iii) the New Notes in an aggregate principal amount of Delawareup to $1,000,000,000, or (iv) indebtedness under the existing commitments available under the Existing Credit Agreement, (v) working capital and overdraft facilities provided to provide any disclosures that would require a filing with the U.S. Securities Borrower and Exchange Commissionits subsidiaries in the ordinary course of business and (vi) commercial paper financings in the ordinary course of business, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In without the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the prior written consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be takenArranger.

Syndication. 5.1 The Company agrees that the Mandated Lead Arranger shall, during the Syndication Period, syndicate all or any portion of its Commitment to one or more entities (i) from the "white list" of permitted transferees pre-agreed between the Mandated Lead Arranger and the Company before the date of this letter (with such updates as may be agreed between the Mandated Lead Arranger and the Company from time to time) (the “White List”) or (ii) any other entity or entities as may be consented to by the Company in accordance with clause 23 (Changes to the Lenders) of the Facility Agreement. 5.2 The Mandated Lead Arranger shall, in consultation with the Company, manage all aspects of syndication of the Facility, including timing, the selection of potential Lenders from the White List, the acceptance and allocation of commitments and the amount and distribution of fees to Lenders. Subject to any applicable confidentiality agreement between the Company and the Mandated Lead Arranger, the Company authorises the Mandated Lead Arranger to discuss the terms of the Facility with, and to disclose those terms to, potential Lenders from the White List to facilitate the Syndication. 5.3 During the Syndication Period, the Company shall, and shall ensure that the other members of the Group, give any assistance which the Mandated Lead Arranger reasonably requires (such assistance to cause as little disruption to the business of the Group and the Target Group as is reasonably practicable in the circumstances) in relation to the syndication of the Facility including, but not limited to: (a) Each the preparation, with the assistance of the Obligors shall (and the Company shall procure that each member of the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers Arranger, of a lender presentation containing all relevant information (including projections) including, but not limited to, information about the Group and how the proceeds of the Facility will be applied (the "Lender Presentation"). The Company shall approve the Lender Presentation before the Mandated Lead Arranger distributes it to potential Lenders from the White List on the Company's behalf; (b) providing any information reasonably requested by the Mandated Lead Arranger or potential Lenders from the White List in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereofSyndication; (iic) in line with normal market practice, assisting making available the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management and representatives of the Ultimate Parent Company and other members of the Company at one or more bank Group for the purposes of giving presentations or meeting with to, and participating in meetings with, potential lenders Lenders at such times and places as the Mandated Lead Arrangers Arranger may agree with the Ultimate Parent and the Companyreasonably request; and (ivd) use using commercially reasonable efforts to ensure that the syndication efforts benefit Syndication benefits from the Group’s 's existing lending relationships, provided that no Obligor shall be required to provide ; and (e) making any information where, having regard minor amendments to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to Finance Documents which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers Arranger reasonably request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent on behalf of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be takenpotential Lenders.

Syndication. (a) Each 6.1 The Mandated Lead Arrangers shall manage all aspects of syndication of the Obligors shall (Term Facility, including timing, the selection of the banks, financial institutions or other institutional lenders, the acceptance and allocation of commitments, publicity/titles and the Company amount and distribution of fees to the Lenders. It is understood that the Mandated Lead Arrangers will syndicate to banks, financial institutions or other institutional lenders identified by the Mandated Lead Arrangers, which shall procure not include those persons that each member are competitors of the Bank Group shall) co-operate with Company and assist its subsidiaries and are identified to the Mandated Lead Arrangers in connection writing by the Company from time to time; provided that, notwithstanding the Mandated Lead Arrangers’ right to syndicate the Term Facility and receive commitments with respect thereto, any assignment of commitments of the primary Underwriters hereunder prior to the Closing Date shall not reduce the Underwriters’ obligations to fund their respective entire commitments in the event any assignee of such Underwriters shall fail to do so. Without limiting the Company’s or any other person’s obligations to assist with syndication efforts as set forth below, it is understood that the Underwriters’ commitments hereunder are not subject to either the commencement or the completion of syndication of the Facilities (Term Facility. 6.2 The Company shall, and shall procure that each other than member of the B5 Group and, after the Closing Date, the Target Group will, use commercially reasonable efforts to give any assistance which the Mandated Lead Arrangers reasonably require in relation to the syndication of the Term Facility and the B6 Facility) in a manner consistent with normal market practice including (including, but not limited to) by: (ia) providing the preparation, in line with market practice and with the assistance of the Mandated Lead Arrangers and subject to any applicable confidentiality obligations imposed and binding on the Company and its Affiliates provided they have used commercially reasonable efforts to overcome such restrictions, of a customary information package (including, but not limited to, a transaction description and the Term Sheet, invitation letter and confidentiality agreement) and an information memorandum to be used in connection with the syndication of the Term Facility containing, without limitation, information about the Group, the Target Group and how the proceeds of the Bridge Facility and the Term Facility will be applied and projections (but in no event, unless the Company otherwise agrees, beyond 2012) (all such projections, financial estimates, forecasts and other forward-looking information, the “Projections”) (the “Information Memorandum”). The Information Memorandum (including any variation thereof) and any other information relating provided by the Company to the Group as Mandated Lead Arrangers or the Underwriters in connection with the Information Memorandum will not be independently verified by the Mandated Lead Arrangers or the Underwriters, and the Company shall be responsible for the accuracy of the contents of the Information Memorandum (including any variation thereof) and such other information. The Company shall approve the Information Memorandum before the Mandated Lead Arrangers distribute it to potential Lenders on the Company’s behalf. The Company shall provide the Mandated Lead Arrangers with a letter stating that to the best of its knowledge and belief after having made all due inquiries the Information Memorandum is complete and accurate in all material aspects and is not materially misleading. Prior to any distribution of the Information Memorandum, the relevant prospective participant in the Term Facility will be required to sign and return a confidentiality letter in the form previously agreed to between the Company and the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (iib) in line with normal market practiceproviding, assisting subject to any applicable confidentiality obligations imposed on the Group and, after the Closing Date, the Target Group and its Affiliates provided they have used commercially reasonable efforts to overcome such restrictions, any information reasonably requested by the Mandated Lead Arrangers or potential Lenders in the preparation of any supplemental materials to the Information Memorandaconnection with syndication; (iiic) allow attendance by making available the senior management and representatives of the Ultimate Parent Company for the purposes of giving presentations to, and the Company at one or more bank presentations or meeting with participating in meetings with, potential lenders Lenders at such times and places as the Mandated Lead Arrangers may agree reasonably request following consultation with the Ultimate Parent and the Company; and (ivd) use using reasonable efforts to ensure that syndication of the syndication efforts benefit Term Facility benefits from the Group’s and, after the Closing Date, the Target Group’s existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.

Syndication. Pursuant to the Commitment Letter, the Company has agreed to, among other things, take any and every commercially reasonable action necessary or desirable to syndicate the credit facilities provided for herein (the "Syndication") on the earlier of (x) the 40th day following the Execution Date or (y) November 1, 2002 (regardless of whether the Execution Date has occurred). Without limiting the obligations of the Company with respect to and under the Commitment Letter and this Agreement, in order to ensure a Successful Syndication, the Company hereby agrees: (a) Each to agree to change the pricing, fees, terms and structure of the Obligors credit facilities provided for herein, if the Arrangers determine, after consultation with the Company, that such changes are advisable in order to ensure a Successful Syndication of the Facility, provided that the aggregate amount of the Commitments of the Lenders in no event shall be reduced pursuant to this Section 5.04(a); (b) to perform or cause to be performed any and all acts and execute or cause to be executed any and all documents (including any amendments, supplements, waivers or consents to the Loan Documents) which, in the Arrangers' good faith judgment, are necessary or advisable in order to ensure a Successful Syndication (including those acts and the Company shall procure that each member execution, or the causation of the Bank Group shallexecution, of those documents in furtherance of the Company's agreement in paragraph (a) co-operate of this Section 5.04, but subject to the proviso therein); (c) to pay, pursuant to the Fee Letter, any and all administrative agent, underwriting and arrangement, and participation fees in connection with and the Syndication; (d) to use commercially reasonable efforts to ensure that efforts to consummate the Syndication benefit materially from the Borrower's existing lending relationships; (e) to assist the Mandated Lead Arrangers in connection with the primary syndication marketing of the Facilities Syndication (other than including, without limitation, reasonably promptly providing to the B5 Facility Arrangers any information reasonably requested to effect the Syndication and making available senior management, representatives and advisors of the Borrower and the B6 FacilityGuarantor for meetings with prospective Lenders, due diligence meetings and rating agency presentations at mutually acceptable times); (f) to host, with and at the request of the Arrangers, meetings with prospective Lenders; (g) to cooperate with the Arrangers in a manner consistent the timely preparation by the Arrangers of any confidential information memorandum relating to the Syndication and other marketing materials to be used in connection with normal market practice including the Syndication; (but not limited toh) by:to provide or make available all information and other assistance reasonably requested by the prospective Lenders and their counsel in connection with their due diligence; and (i) providing to provide such financial other cooperation, assistance and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication is customarily provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor borrowers in connection with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation syndication of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use reasonable efforts to ensure that the syndication efforts benefit from the Group’s existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do socredit facilities. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.

Syndication. (a) Each Subject to the Commitments, the Arranger shall endeavour to arrange the Tranche B Loan up to a maximum of rupees eight billion (8,000,000,000) ("Proposed Commitment") on a Reasonable Effort basis within one hundred and twenty (120) days from the date of the Obligors shall Information Memorandum or such date as may be mutually agreed to between the Parties ("Syndication Date”). The new Lenders who would be providing a commitment for the Tranche B Loan would accede to this Facility through an Accession Deed. The Borrower agrees that any new lender would accede through the Accession Deed and the Company shall procure that each member no separate consent of the Bank Group Borrower would be required for the same. The Facility Agent would inform the Borrower of the Interest Rate being charged by the new lender. (b) In case the Arranger is unable to raise the entire amount of the Proposed Commitment, the Borrower would be allowed to raise such amount as additional debt ("Additional Debt”) on terms approved by the Arranger (such approval will not be unreasonably withheld). (c) The Arrangers shall) co-operate with and assist the Mandated Lead Arrangers , in connection consultation with the primary Borrower, manage all aspects of syndication of the Facilities Facility. (d) The Borrower shall ensure that the other than Obligors, give any assistance which the B5 Arranger reasonably requires in relation to the syndication of the Facility and the B6 Facility) in a manner consistent with normal market practice including (including, but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangerspreparation, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof;assistance of the Arranger, of an Information Memorandum. (ii) providing any information reasonably requested by the Arranger or potential Lenders in line connection with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memorandasyndication; (iii) allow attendance by making available the senior management management, representatives and any other members of the Ultimate Parent Obligors for the purposes of giving presentations to, and the Company at one or more bank presentations or meeting with participating in meetings with, potential lenders Lenders at such times and places as the Mandated Lead Arrangers Arranger may agree with the Ultimate Parent and the Company; andreasonably request; (iv) use reasonable efforts utilising the existing lending relationships of the Obligors to ensure that benefit the syndication efforts benefit from of the Group’s existing lending relationships, provided that no Obligor shall be required to provide Facility; (v) making any information where, having regard amendments to the relevance Finance Documents which the Arranger reasonably request on behalf of that information to the achievement of Successful Syndication, it would be unreasonable to do sopotential Lenders. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.

Syndication. (a) Each of the Obligors shall (and the The Company shall procure that each member have the right at any time between the date of this Agreement [***] (the Bank Group shall“Syndication Period”) co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities to obtain a written commitment for additional funding (other than the B5 Facility and the B6 Facilitya “Funding Commitment”) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at from one or more bank presentations or meeting Third Parties (each an “Additional Co-Investor”) in an aggregate amount up to $125,000,000. Notwithstanding the foregoing, in no event shall any Additional Co-Investor (together with potential lenders at any of such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (ivAdditional Co-Investor’s Affiliates) use reasonable efforts be permitted to ensure that the syndication efforts benefit from the Group’s existing lending relationships, provided that no Obligor invest more than [***]. Any such written commitment shall be required to provide any information where, having regard subject to the relevance terms and conditions of that information this Agreement, including this Section 5.21. The Company is entitled to accept or reject any proposed additional investment for any reason in its sole discretion. The Company may request Purchaser’s consent to an extension of the achievement Syndication Period for any prospective Additional Co-Investor who is actively evaluating a Funding Commitment as of Successful Syndicationthe last day of the Syndication Period, it would which consent may be unreasonable to do sogranted or withheld in Purchaser’s sole discretion. (b) Without prejudice Any such additional investment will be made through a co-investment special purpose entity (a “Co-Investment Vehicle”) established and controlled at all times by the Purchaser for the purpose of facilitating additional funding by an Additional Co-Investor(s). For each additional investment, this Agreement would, substantially concurrently with the closing of each additional investment, be amended to (a) increase the Purchase Price by the amount of such additional funding, (b) proportionately increase the Applicable Percentages based on the amount of such additional funding, (c) proportionately increase the amount of the Gilead Option Payment and (d) such other changes as are mutually agreed as are necessary to account for the additional funding amount. If an additional investment is made pursuant to this Section 5.21, Purchaser shall, if required, assign this Agreement to the provisions Co-Investment Vehicle. (c) The purpose of paragraph (a)this agreed structure is to insure that the Purchaser maintains control over decisions relating to the taking or not taking actions under this Agreement and the other Transaction Documents, no Obligor with any such Additional Co-Investors being passive investors with the right to receive the same economics as the Purchaser. If the structure of such additional funding contemplated by this Section 5.21 is not feasible for tax, regulatory or other legal reasons, then the Parties shall cooperate to effect such additional funding in a manner that achieves the intentions set forth herein. Any such alternative structure shall be required subject to take any action the consent of the Company and the Purchaser, not to be unreasonably withheld, conditioned or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. delayed. (d) In the event that during the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertakingSyndication Period, multiple Additional Co-Investors provide Funding Commitments, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours Parties will cooperate to obtain the consent of the relevant beneficiary of schedule a single additional closing to effect such confidentiality undertaking to such action in order to allow such disclosure or action to be takenadditional fundings on a mutually agreeable date.

Syndication. The Borrower acknowledges that the Agent intends, and shall have the right, by itself or through its Affiliates, to syndicate or enter into co-lending arrangements with respect to the Term Loan and the Total Commitment. The Agent, in cooperation with the Borrower, will manage all aspects of the syndication, including the selection of co-lenders, the determination of when the Agent will approach potential co-lenders and the final allocations among co-lenders. Each of the Borrower and the Trust agrees to assist the Agent actively in achieving a timely syndication that is reasonably satisfactory to the Agent, such assistance to include, among other things, (a) Each of direct contact during the Obligors shall (syndication between the Borrower’s and the Company shall procure that each member of Trust’s senior officers, representatives and advisors, on the Bank Group shall) one hand, and prospective co-operate with and assist lenders, on the Mandated Lead Arrangers in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders hand at such times and places as the Mandated Lead Arrangers Agent may agree with the Ultimate Parent and the Company; and (iv) use reasonable efforts to ensure that the syndication efforts benefit from the Group’s existing lending relationshipsreasonably request, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice providing to the provisions Agent all financial and other information with respect to the Borrower and the Trust and the transactions contemplated hereby that the Agent may reasonably request, including but not limited to financial projections relating to the foregoing, and (c) assistance in the preparation of paragraph (a)a confidential information memorandum and other marketing materials to be used in connection with the syndication, no Obligor and the Borrower and the Trust agree to cooperate with the Agent’s and its Affiliate’s syndication and/or co-lending efforts, such cooperation to include, without limitation, the provision of information reasonably requested by potential syndicate members. The Agent shall be required to take any action or to deliver any information that would conflict entitled with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary Borrower (which shall not be unreasonably withheld or delayed), to change the structure or terms of the Term Loan if the Agent determines that such confidentiality undertaking to such action changes are advisable in order to allow such disclosure ensure a successful syndication or action an optimal credit structure for the Term Loan, provided the Total Commitment will not be reduced. In addition, the Borrower and the Trust agree that, prior to and during the syndication of the Total Commitment (which for purposes hereof shall be deemed to be takencompleted ninety (90) days after the Closing Date), the Borrower nor the Trust will permit any offering, placement or arrangement of any competing issues of debt securities or commercial bank facilities of the Borrower, the Trust and any of their Subsidiaries, unless approved by the Agent.

Syndication. (a) Each of Cableco and the Obligors shall (and the Company Borrower shall procure that each member of the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereofSyndication; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information MemorandaMemorandum; (iii) allow attendance by senior management of the Ultimate Parent and the Company Borrower at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the CompanyBorrower; and (iv) use reasonable efforts to ensure that the syndication efforts benefit from the Group’s existing lending relationships, provided that no neither Cableco nor any Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice to the provisions of paragraph (a), no neither Cableco nor any Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commissionbound, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document, provided further that neither Cableco nor any Obligor shall (and the Borrower shall procure that no member of the Bank Group shall) be able to deny the Facility Agent any such information by reason of it having entered into a confidentiality undertaking which would prevent it from disclosing, or be able to claim any legal privilege in respect of, any financial information relating to itself or the Group. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent Cableco or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.

Syndication. (a) Each Obligor shall provide the Facility Agent with such assistance as is requested by the Facility Agent in effecting and completing the Syndication including (i) the provision by such Obligor and procuring the provision by its advisers of such information as may be deemed necessary by the Facility Agent in connection with Syndication (including, without limitation, in connection with the preparation of any Information Memorandum for potential lending institutions), (ii) making available the management, of and advisers to, such Obligors for the purposes of making presentations to potential lending institutions, (iii) making appropriate representations in respect of the Information Memorandum and any other relevant information and (iv) using its best efforts to ensure that the Syndication efforts benefit from such Obligor's existing banking relationships. (b) Each of the Obligors shall agrees to enter into such documentation (including, without limitation, an intercreditor and subordination agreement) in form and substance satisfactory to the Facility Agent as the Facility Agent determines (acting reasonably) to be advisable to facilitate the successful Syndication of the Facilities. If the Completion Guarantor issues a guarantee to the Senior Lenders in support of any pre-completion obligations of the Obligors (or any of them) under any Finance Document as part of the Syndication, the Obligors agree to issue a counter-indemnity agreement in form and substance satisfactory to the Facility Agent and the Company shall procure that each member Completion Guarantor. Each of the Bank Group shallObligors agrees to enter into such supplementary documentation as is requested by the Facility Agent for the purpose of making reasonable amendments to the terms of the Finance Documents arising from (i) co-operate with comments of the financial institutions who wish to become Lenders hereunder and assist (ii) the Mandated Lead Arrangers role of the Facility Agent being transferred to a successor Facility Agent appointed by such Facility Agent. (c) Any document which is executed pursuant to this Clause 16.24 may, at the discretion of the Facility Agent, be designated as a Finance Document. (d) The Facility Agent may, at its discretion, designate any or all of the agreements entered into in connection with the primary syndication of Syndication pertaining to the Facilities (other than completion guarantee from the B5 Facility Completion Guarantor, the related counter- indemnity from the Obligors and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by: (i) providing intercreditor and subordination terms as the Completion Guarantee, the Counter-Indemnity and the Intercreditor and Subordination Agreement respectively by notification of such financial and other information relating designations to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use reasonable efforts to ensure that the syndication efforts benefit from the Group’s existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do soObligors. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.

Syndication. JPMCB reserves the right, prior to or after the execution of definitive documentation for the Facility (the “Credit Documentation”), to syndicate all or a portion of its commitment hereunder to one or more Lenders (which shall be identified by the Arranger subject to your approval as set forth below) pursuant to a syndication to be managed exclusively by the Arranger. JPMCB shall determine in consultation with you whether and when syndication of the Facility shall commence in light of the progress of the syndication of the New Credit Facility. All aspects of the syndication of the Facility, including, without limitation, timing, potential syndicate members to be approached, titles, initial and final allocations and division of fees, shall be determined by the Arranger in consultation with you; provided that each potential syndicate member to be approached must be approved by you (such approval not to be unreasonably withheld, delayed or conditioned) (it being agreed that each person that is currently a “Lender”, or hereafter becomes a “Lender” with your consent, under the Existing Credit Agreement is hereby approved by you (each, a “Permitted Assignee”)). In the event that JPMCB elects (in consultation with you) to commence syndication of the Facility, then until the earlier of (a) Each the completion of the Obligors shall (and the Company shall procure that each member of the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers in connection with the primary a successful syndication of the Facilities (other than Facility, as mutually determined by the B5 Facility Arranger and the B6 FacilityBorrower, and (b) the date that is 60 days following the Closing Date (such earlier date, the “Syndication End Date”), you agree to actively assist the Arranger in completing a manner consistent syndication that is reasonably satisfactory to us, including, without limitation, by promptly preparing and providing the Arranger with normal market practice including (but not limited to) by: (i) providing such financial and other information relating with respect to the Group Guarantor and its subsidiaries, in each case including financial information, as the Mandated Lead Arrangers, acting reasonably, Arranger may reasonably deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require complete a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management successful syndication of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and Facility. Such assistance shall include, (iva) use your using your commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships, (b) direct contact between senior management, representatives and advisors of you, on the one hand, and the proposed Lenders and rating agencies identified by the Arranger, on the other hand, at times and places reasonably requested by the Arranger and consented to by the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), (c) assistance by you in the prompt preparation of a Confidential Information Memorandum for the Facility and other marketing materials and information reasonably deemed necessary by the Arranger to complete a successful syndication of the Facility for delivery to potential syndicate members and participants, in each case in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Arranger, including, without limitation, estimates, forecasts, projections and other forward-looking financial information prepared by the Guarantor regarding the future consolidated performance of the Guarantor and its subsidiaries (including projections for the fiscal years 2012 and 2013 that include the Acquired Company and its subsidiaries in the form of such projections delivered to and approved by the Arranger on or prior to the date hereof) (collectively, the “Projections”), and (d) the hosting, with the Arranger, of one or more meetings or conference calls with prospective Lenders at the request of the Arranger. You further agree that prior to, or promptly after, the announcement of the Acquisition you will advise each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (“S&P”) of the Transactions, including the nature of the contemplated financing therefor. You also agree that, until the Syndication End Date, you and your subsidiaries will not issue, sell, offer, place or arrange, or engage in any discussions with respect to any of the foregoing, any debt securities or commercial bank or other credit facilities of the Guarantor, the Borrower or their respective subsidiaries, other than (i) the Facility, (ii) the New Credit Facility and the New Notes (it being understood that the amount thereof may exceed the aggregate principal amount of the Facility), (iii) indebtedness under the existing commitments available under the Existing Credit Agreement, (iv) working capital and overdraft facilities provided to the Borrower and its subsidiaries in the ordinary course of business and (v) commercial paper financings in the ordinary course of business, without the prior written consent of the Arranger. Without limiting your obligations to assist with the syndication efforts benefit from as set forth herein, JPMCB agrees that the Group’s existing lending relationshipscompletion of a successful syndication is not a condition to the initial funding under the Facility. It is further agreed that, provided in the event that no Obligor JPMCB elects (in consultation with you) to commence syndication of the Facility, you will, at the request of the Arranger and upon delivery by the Arranger to you of a draft credit agreement for the Facility prepared by our counsel, negotiate the definitive version of such credit agreement (consistent with this Commitment Letter, the Term Sheet and the Fee Letter) promptly and in good faith and execute and deliver the definitive credit agreement for the Facility (and such related documents as shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing in connection with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries execution thereof) at the earliest practicable date following delivery to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary you of such confidentiality undertaking to such action in order to allow such disclosure or action to be takendraft credit agreement.

Syndication. (a) Each The Lead Arranger will manage and control all aspects of the Obligors shall (syndication of the Senior Credit Facility in consultation with the other Regions Entities and the Company shall procure Borrowers, including the timing of all offers to potential Lenders, the allocation of commitments, and the determination of compensation and titles (such as co-agent, managing agent, etc.) given, if any, to such Lenders. The Borrowers agree that each member no additional agents, co-agents, underwriters, or arrangers will be appointed, or other titles conferred, without the prior written consent of the Bank Group shall) co-operate with Lead Arranger and that no Lender will receive any compensation for its commitment to, or participation in, the Senior Credit Facility except as expressly set forth in the Term Sheet or the Fee Letter (as defined below), or as otherwise agreed to and offered by the Lead Arranger. It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at the sole and absolute discretion of the Regions Entities. As part of the consideration for the undertakings and the obligations of the Regions Entities hereunder, the Borrowers agree to cooperate in such syndication process and to take all action as the Regions Entities may reasonably request to assist the Mandated Lead Arrangers Arranger in forming a syndicate of Lenders acceptable to the Regions Entities and the Borrower and the commitment of Regions Bank hereunder shall be reduced dollar-for-dollar as and when corresponding commitments are received from other Lenders. The Borrowers’ assistance may include, but not be limited to (i) providing and causing its advisors to provide the Regions Entities and the other Lenders upon request with all information reasonably deemed necessary by the Lead Arranger to complete the syndication, including, but not limited to, information and evaluations prepared by the Borrowers or their advisors, or on the Borrowers’ behalf, relating to the transactions contemplated hereby (including the Projections (as hereinafter defined), the “Information”), (ii) assisting in the preparation of an Information Memorandum (the “Information Memorandum”) and other materials to be used in connection with the primary syndication of the Facilities Senior Credit Facility (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor collectively with the SEC Term Sheet and any additional summary of terms prepared for distribution to Lenders (as a result thereof; (ii) in line with normal market practicehereinafter defined), assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the “Information Memoranda; Materials”), (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use reasonable Borrowers’ using their best efforts to ensure that the syndication efforts of the Lead Arranger benefit materially from the Group’s their existing lending banking relationships, provided that no Obligor shall be required and (iv) otherwise assisting the Lead Arranger in its syndication efforts, including by the Borrowers’ making their officers and advisors available from time to provide any information where, having regard time to attend and make presentations regarding the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities business and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent prospects of the relevant beneficiary Borrower and its subsidiaries, as appropriate, at one or more meetings of such confidentiality undertaking to such action in order to allow such disclosure or action to be takenprospective Lenders.

Syndication. (a) Each Subject to the terms of the Obligors Commitment Documents and (after execution) the Financing Documentation: (i) except as otherwise agreed between the Initial MLAs and NTL Inc., each of the Underwriters, after consultation with you, shall have the right before or after execution of the Financing Documentation to syndicate some or all of its participation in the Debt Financing to other banks or financial institutions with a corresponding reduction in its commitment; and (ii) no roles or titles (other than as contemplated by paragraph 14 and contained in any Accession Notice) will be conferred on any other bank or financial institution in relation to the Debt Financing (and no payments will be made by you to any other bank or financial institution for taking a participation in the Company shall procure that each member of the Bank Group shallDebt Financing) without our prior written consent (such consent not to be unreasonably withheld). (b) You will co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) Debt Financing in a manner consistent with normal market practice including (but not limited to) by: (i) subject to there being no obligation to provide materials if a filing obligation with the US Securities and Exchange Commission would be required, providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to (as defined in the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereofSenior Fees Letter); (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of such materials relating to the Debt Financing as the Mandated Lead Arrangers shall reasonably require for the purposes of syndication, containing information regarding the Debt Financing and the business, assets, financial condition and prospects of the Group, including without limitation, an information memorandum (in the form of the information memorandum dated October 2005 but updated to reflect any supplemental changes to the terms of the Debt Financing made since October 2005, the Virgin Mobile Acquisition and the business, assets, financial condition and prospects of the Virgin Mobile Group) and bank presentation and other marketing materials in a form reasonably satisfactory to the Mandated Lead Arrangers (the “Information Package”) such materials to be prepared by the Information MemorandaMandated Lead Arrangers and approved by NTL Inc.; (iii) allow allowing attendance by senior management of the Ultimate Parent and the Company UK Group at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Companyyou; and (iv) use using your reasonable efforts to ensure that the syndication efforts benefit from the Group’s your existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) . Without prejudice to the provisions of paragraph (a)immediately succeeding paragraph, no Obligor you shall not however, be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound law or other applicable regulation regulation, including the Takeover Code, US Federal securities laws, the laws of Delaware, Delaware or be required to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it you or any of its Subsidiaries your subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to your or retention any of your subsidiaries’ legal privilege in any document. In the event You agree that the Mandated Lead Arrangers request should we ask you to disclose any confidential information to be disclosed or take any action to be taken which is subject to a that would conflict with any applicable confidentiality undertaking, you will notify us and will use your reasonable endeavours (which for the Parent or the relevant Obligor as the case may beavoidance of doubt, shall use its reasonable endeavours not require the payment of money) to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken. The Borrowers shall be responsible for the accuracy of the information in the Information Package and will need to represent to the Mandated Lead Arrangers that, as at the time the Information Package is initially distributed and as at the signing of the Financing Documentation, if later, the factual information contained therein (and in any updates) is true, complete and accurate in all material respects and not misleading in any material respect and that any financial projections contained in the Information Package have been prepared in good faith and on the basis of reasonable assumptions as at the time of preparation. The Information Package will not be independently verified by us or the Mandated Lead Arrangers and the Borrowers shall be asked to approve the final version of the Information Package before its distribution to the prospective participants of the Debt Financing. We shall obtain an undertaking in your favour from all prospective participants of the Debt Financing prior to distributing a copy of the Information Package to such participant to keep the Information Package and all materials delivered to such participant confidential. (c) To the extent that Successful Syndication (as defined in the Senior Fees Letter) is achieved prior to the delivery of any Structure Notice, and thereafter a Structure Notice is delivered in accordance with the terms of this Commitment Letter, you agree to co-operate and assist the Initial MLAs with the syndication of Tranche B and Tranche B1 in a manner consistent with the foregoing terms of this paragraph 5 until such time that Successful Syndication (as defined in the Senior Fees Letter) has been achieved (for this purpose, taking into account the additional commitments of the Initial MLAs under Tranche B).

Syndication. (a) Each of the Obligors shall (and the The Company shall procure that each member have the right at any time between the date of this Agreement and [***] (the Bank Group shall“Syndication Period”) co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities to obtain a written commitment for additional funding (other than the B5 Facility and the B6 Facilitya “Funding Commitment”) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at from one or more bank presentations or meeting Third Parties (each an “Additional Co-Investor”) in an aggregate amount up to $125,000,000. Notwithstanding the foregoing, in no event shall any Additional Co-Investor (together with potential lenders at any of such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (ivAdditional Co-Investor’s Affiliates) use reasonable efforts be permitted to ensure that the syndication efforts benefit from the Group’s existing lending relationships, provided that no Obligor invest more than [***]. Any such written commitment shall be required to provide any information where, having regard subject to the relevance terms and conditions of that information this Agreement, including this Section 5.21. The Company is entitled to accept or reject any proposed additional investment for any reason in its sole discretion. The Company may request Purchaser’s consent to an extension of the achievement Syndication Period for any prospective Additional Co-Investor who is actively evaluating a Funding Commitment as of Successful Syndicationthe last day of the Syndication Period, it would which consent may be unreasonable to do sogranted or withheld in Purchaser’s sole discretion. (b) Without prejudice Any such additional investment will be made through a co-investment special purpose entity (a “Co-Investment Vehicle”) established and controlled at all times by the Purchaser for the purpose of facilitating additional funding by an Additional Co-Investor(s). For each additional investment, this Agreement would, substantially concurrently with the closing of each additional investment, be amended to (a) increase the Purchase Price by the amount of such additional funding, (b) proportionately increase the Applicable Percentages based on the amount of such additional funding, (c) proportionately increase the amount of the Gilead Option Payment and (d) such other changes as are mutually agreed as are necessary to account for the additional funding amount. If an additional investment is made pursuant to this Section 5.21, Purchaser shall, if required, assign this Agreement to the provisions Co-Investment Vehicle. (c) The purpose of paragraph (a)this agreed structure is to insure that the Purchaser maintains control over decisions relating to the taking or not taking actions under this Agreement and the other Transaction Documents, no Obligor with any such Additional Co-Investors being passive investors with the right to receive the same economics as the Purchaser. If the structure of such additional funding contemplated by this Section 5.21 is not feasible for tax, regulatory or other legal reasons, then the Parties shall cooperate to effect such additional funding in a manner that achieves the intentions set forth herein. Any such alternative structure shall be required subject to take any action the consent of the Company and the Purchaser, not to be unreasonably withheld, conditioned or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. delayed. (d) In the event that during the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertakingSyndication Period, multiple Additional Co-Investors provide Funding Commitments, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours Parties will cooperate to obtain the consent of the relevant beneficiary of schedule a single additional closing to effect such confidentiality undertaking to such action in order to allow such disclosure or action to be takenadditional fundings on a mutually agreeable date.

Syndication. (a) Each of the Obligors shall (and the Company shall procure that each member of the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use reasonable efforts to ensure that the syndication efforts benefit from the Group’s Groups existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.

Syndication. (a) Each of The Agent may in its discretion syndicate the Obligors shall Commitments to other lenders (and as described below, the Company shall procure that each member of "Additional Lenders"). The Agent will consult with the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers Borrower in connection with such syndication, including with respect to the primary syndication timing of any offer of a Commitment provided to potential Additional Lenders, the acceptance of commitments from such Additional Lenders, the amount of any Commitment to be offered to an Additional Lender, and the compensation, if any, provided to any Additional Lender. The Agent shall select any Additional Lender with the approval of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but Borrower, such approval not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided unreasonably withheld or delayed. The Agent will determine the final allocation of Commitments to the extent that the same would require a filing to be made by any Obligor Additional Lender in consultation with the SEC as a result thereof; (ii) in line with normal market practice, assisting Borrower and will notify the Mandated Lead Arrangers in the preparation Borrower of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use reasonable efforts to ensure that the syndication efforts benefit from the Group’s existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do sofinal allocation. (b) Without prejudice to In connection with syndication of the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities lawsLoans and Commitments, the laws Borrower agrees to cooperate, and use its commercially reasonable best efforts to cause NUI to cooperate, in the syndication of Delawarethe Loans and Commitments in all respects, as reasonably requested by the Agent, including participation in bank meetings held in connection with such syndication, and to provide all information which such Persons may request from it or which such Persons or the Borrower may consider material to a lender or participant, or to provide any disclosures that would require a filing with necessary or appropriate for accurate and complete disclosure. Upon request of the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertakingAgent, the Parent or Borrower shall represent to such Persons, and indemnify such Persons for claims relating to, the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary accuracy and completeness of such confidentiality undertaking disclosure, upon terms acceptable to such action in order to allow such disclosure or action to be takenPersons.

Syndication. 6.1 The Underwriters shall, in consultation with Fly, decide on the strategy to be adopted for Syndication (aincluding timing and the selection of potential Lenders) Each and the Underwriters shall, unless otherwise stated in this Letter, in consultation with Fly, manage all other aspects of the Obligors shall (Syndication. Subject to any applicable confidentiality agreement between Fly and the Company shall procure that each member Underwriters, Fly authorises the Underwriters to discuss the terms of the Bank Group Facility with, and to disclose those terms to, potential Lenders to facilitate the Syndication. Any Lenders participating in the syndicate shall be subject to the consent of Fly, not to be unreasonably withheld; provided that, Fly’s consent shall not be required in the case of any institution listed in Appendix 5 to the Term Sheet. 6.2 The Underwriters shall determine when to close Syndication. 6.3 Throughout the Syndication Period, AAB and Fly shall) co-operate with , and assist shall ensure that the Mandated Lead Arrangers other Obligors will, give any assistance which the Underwriters reasonably require in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (relation to Syndication including, but not limited to) by: (ia) providing such financial and other the preparation of an information relating memorandum prior to the Group as date of the Mandated Lead ArrangersFacility Documents containing all relevant information (including projections) including, acting reasonablybut not limited to, may deem necessary to achieve Successful Syndication provided that no such information shall about the Proposed Transaction and how the proceeds of the Facility will be required to be so provided to applied (the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof“Information Memorandum”); (iib) providing any information reasonably requested by the Underwriters or potential Lenders in line connection with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information MemorandaSyndication; (iiic) allow attendance by making available the senior management and representatives of the Ultimate Parent Fly, AAB and the Company at one or more bank Obligors for the purposes of giving presentations or meeting with to, and participating in meetings with, potential lenders Lenders at such times and places as the Mandated Lead Arrangers Underwriters may agree with the Ultimate Parent and the Companyreasonably request; and (ivd) use using commercially reasonable efforts to ensure that the syndication efforts benefit Syndication benefits from the Group’s existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance relationships of that information to the achievement of Successful Syndication, it would be unreasonable to do soAAB and Fly. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.

Syndication. (a) The parties acknowledge that (i) at the date of the Sixth Amendment Agreement, the Tranche C3 Facility is being made available by the Original Tranche C3 Banks with the intention (but not the obligation) that the Tranche C3 Syndication Agent should co-ordinate syndication of the Tranche C3 Term Facility and (ii) at the date of the Fifth Amendment Agreement, the Tranche D Facility is being made available by the Original Tranche D Banks with the intention (but not the obligation) that the Tranche D Syndication Agent should co-ordinate syndication of the Tranche D Term Facility. (b) Each of the Obligors shall (Parent and the Company shall procure that each member of Borrowers undertakes to assist and cooperate with (i) the Bank Group shall) co-operate with Tranche C3 Syndication Agent and assist the Mandated Lead Arrangers Documentation Agent in connection with the primary syndication of the Facilities Tranche C3 Term Facility (and in forming syndicates of banks and other than financial institutions in relation thereto) in such manner and to such extent as the B5 Facility Tranche C3 Syndication Agent may from time to time reasonably request (ii) the Tranche D Syndication Agent and the B6 FacilityDocumentation Agent in syndication of the Tranche D Term Facility (and in forming syndicates of banks and other financial institutions in relation thereto) in a such manner consistent with normal market practice including (but not limited to) and to such extent as the Tranche D Syndication Agent may from time to time reasonably request, in each case including, without limitation, by: (i) the preparation of each of the Bridge Note Refinancing Memorandum and the XxXxxx Syndication Memorandum in relation to the Parent and the Group and providing such all information necessary for the assessment of the business, trading, prospects, financial condition, assets and liabilities of the Parent and the Group, the Yell Acquisition and the XxXxxx Acquisition and all other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no successfully complete such information shall be required to be so provided to the extent that the same would require a filing to be made syndication which is available to, or reasonably obtainable by any Obligor with the SEC as a result thereofthem; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use using reasonable efforts to ensure that the syndication efforts benefit process benefits from the existing relationships with Banks enjoyed by the Investors and hosting presentations to potential Banks concerning the activities of the Parent and the Group’s existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so.; and (biii) Without prejudice participating in presentations to potential Banks covering the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent activities of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be takenGroup.

Syndication. (a) Each At any time after one year from the Initial Closing Date, the Company will, if reasonably requested by the Required Holders, assist the Purchasers in completing any private or, at any time following the earlier to occur of an IPO and the first anniversary of the Obligors shall (and Closing Date, public resale by the Company shall procure that each member Purchasers of the Bank Group shallNotes or Exchange Notes or any portion thereof (including any such resales of the Notes pursuant to any Offering and any resales of the Exchange Notes following the completion of the Exchange Offer) co-operate with and assist the Mandated Lead Arrangers in connection accordance with the primary syndication Purchasers' intended method of distribution. Such assistance may, in each case, include the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) byfollowing: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use 's using commercially reasonable efforts to ensure that the syndication distribution efforts benefit materially from the Group’s Company's existing lending relationships; (ii) direct contact between the Company's senior management and advisors and prospective purchasers; (iii) responding to reasonable inquiries of, provided and providing answers to, each prospective purchaser who so requests concerning the Company and its Subsidiaries (to the extent such information is available or can be acquired and made available to prospective purchasers without unreasonable effort or expense and to the extent the provision thereof is not prohibited by Applicable Law or applicable confidentiality restrictions) and the terms and conditions of the applicable distribution; (iv) if requested by the Required Holders in connection with any Offering, (A) preparing an Offering Memorandum to the extent required by Sections 9.2 and 9.3 and other materials to be used in connection with the distribution (including assistance in completion of the Purchasers', any sales or placement agent's, if any, or in the case of an underwritten offering, the lead managers' and co-managers' reasonable due diligence review of the Company and its Subsidiaries as an aid to such preparation) and (B) complying with the procedures set forth in Section 6(d) of the Exchange and Registration Rights Agreement (other than registration under the Securities Act of the Notes or Exchange Notes being distributed) that would be applicable to such Offering if such Offering were being made pursuant to a Shelf Registration Statement; (v) hosting of one or more meetings of prospective purchasers; and (vi) promptly preparing and providing to the Purchasers (or any sales or placement agent therefor and any underwriter thereof) all information with respect to the Company, including projections, as the Purchasers (or any sales or placement agent therefor and any underwriter thereof) may reasonably request. Any such projections that will so be made available to the Purchasers (or each placement or sales agent, if any, therefor and each underwriter, if any, thereof) by the Company or any of its representatives will be prepared in good faith based upon reasonable assumptions; provided, however, that in no Obligor event shall the Company be required to provide give any information where, having regard representations or warranties with respect to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do sosuch projections. (b) Without prejudice The Company will allow the Required Holders (or any sales or placement agent therefor or, in the case of an underwritten offering, the lead manager and co-managers thereof, in each case, as may be selected by the Purchasers and is reasonably acceptable to the provisions of paragraph (aCompany), no Obligor shall in consultation with the Company, to manage all aspects of the distribution, including decisions as to the selection of institutions to be required to take any action or to deliver any information that would conflict with any applicable Law to approached and when they will be approached, when their commitment will be accepted, which it is bound or other applicable regulation including the Takeover Code, US Federal securities lawsinstitutions will participate, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent allocations of the relevant beneficiary commitments among the prospective purchasers and the amount and distribution of such confidentiality undertaking to such action in order to allow such disclosure or action to be takenfees among the prospective purchasers.