Common use of Syndication Clause in Contracts

Syndication. Citigroup reserves the right, before or after the execution of the Operative Documents, to syndicate all or a portion of its commitment to one or more other financial institutions (including institutional investors) that will become parties to the Operative Documents pursuant to a syndication to be managed by CGMI (the financial institutions becoming parties to the Operative Documents being collectively referred to herein as the “Lenders”). CGMI will manage all aspects of the syndication in consultation with France and the Borrower, including the timing of all offers to potential Lenders, the determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders and the compensation to be provided to the Lenders. France shall take, and shall use its best efforts to cause the Borrower to take, all action as CGMI may reasonably request to assist CGMI in forming a syndicate acceptable to CGMI. France’s and the Borrower’s assistance in forming such a syndicate shall include but not be limited to (i) making senior management and representatives of France and the Borrower available to participate in information meetings with potential Lenders at such times and places as CGMI may reasonably request; (ii) using France’s and the Borrower’s best efforts to ensure that the syndication efforts benefit from France’s, the Borrower’s and their respective owners’ lending relationships; and (iii) providing CGMI with all information reasonably deemed necessary by it to achieve Successful Syndication (as further defined). To ensure Successful Syndication of the Facilities, France agrees that until Successful Syndication has occurred, neither the Borrower nor France will, and will not permit any of their respective affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or debt security (including any renewals thereof), other than the facilities in respect of the acquisition of the capital stock of the Borrower to be provided by CGMI to France, without the prior written consent of CGMI. Citibank, N.A. will act as the sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” shall be deemed to have occurred upon the earlier of (i) the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 and (ii) 120 days following Completion.

Syndication. Citigroup reserves the right(a) The Borrower agrees that it shall, before or after the execution of the Operative Documents, to syndicate all or a portion of its commitment to one or more other financial institutions (including institutional investors) that will become parties subject to the Operative Documents pursuant to a syndication to be managed by CGMI (disclosure limitations in the financial institutions becoming parties Takeover Code with respect to the Operative Documents being collectively referred to herein as Target Transactions, take all actions that the “Lenders”). CGMI will manage all aspects of the syndication in consultation with France and the Borrower, including the timing of all offers to potential Lenders, the determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders and the compensation to be provided to the Lenders. France shall take, and shall use its best efforts to cause the Borrower to take, all action as CGMI Arrangers may reasonably request to assist CGMI them in timely forming a syndicate acceptable to CGMI. France’s the Arrangers and the Lenders participating in this Agreement. The Borrower’s assistance in forming such a syndicate with respect to this Agreement shall include but not be limited to to: (i) making available senior management management, representatives and representatives non-legal advisors of France and the Borrower (at reasonable times and upon reasonable notice); (ii) providing copies of any due diligence reports or memoranda prepared by legal, accounting, tax or other advisors in connection with the Acquisition and any other customary and reasonably available information the Arrangers may reasonably request in connection with a customary due diligence review, in each case, to the extent reasonably available to participate the Borrower and subject to the delivery of customary non-disclosure and non-reliance agreements reasonably acceptable to the Arrangers; (iii) participation, with the Arrangers, in information one or more informational meetings with potential Lenders at such times and places as CGMI the Arrangers may reasonably request; (iiiv) using France’s and the Borrower’s best commercially reasonable efforts to ensure that the syndication effort benefits from the Borrower’s prior and existing lending and other banking relationships and to the extent practicable and appropriate, those of the Target; (v) assisting in the preparation and delivery, as soon as practicable after the date hereof, but in no event later than 20 Business Days prior to Closing Date, of a Confidential Information Memorandum and other customary marketing materials to be used in connection with the syndication; and (vi) using commercially reasonable efforts benefit to obtain, at the Borrower’s expense, public corporate credit/family ratings of the Borrower and ratings of the Facility by Xxxxx’x and S&P as soon as practicable after the date hereof, including participation in rating agency presentations and using commercially reasonable efforts to cause such corporate credit/family ratings and ratings of the Facility to be continuously maintained). For the avoidance of doubt, from France’sand after the Closing Date, the Borrower’s assistance will include the assistance as provided in the prior sentence of Target and its senior management. (b) Prior to the Closing Date, the Borrower agrees to use commercially reasonable efforts to cause the Target to take all actions, subject at all times to the requirements of the UK Panel on Takeovers and Mergers as set out in Practice Statement No.25 (Debt Syndication During Offer Periods), that the Arrangers may reasonably request to assist them in achieving a syndication of this Agreement. The Target’s assistance in forming such syndicate shall include: (i) making available appropriate senior management, representatives and advisors of the Target (at reasonable times and upon reasonable notice); (ii) participation, with the Arrangers, in up to three informational meetings with potential Lenders at such times and places as the Arrangers may reasonably request; (iii) ensuring that the syndication efforts benefits from the Target’s existing lending relationships; (iv) assisting in the preparation of a Confidential Information Memorandum and other reasonably available marketing materials to be used in connection with the syndication; and (v) participating in rating agency presentations for Xxxxx’x and S&P as soon as reasonably possible after the Effective Date. (c) To assist the Arrangers in the syndication efforts, the Borrower agrees promptly to prepare and provide to us all information with respect itself, the Target and their respective owners’ lending relationships; subsidiaries, the Target Acquisition and the other transactions contemplated hereby, including all financial information and projections as the Arrangers may reasonably request in connection with the arrangement and syndication (iii) providing CGMI with all information reasonably deemed necessary by it to achieve Successful Syndication (as further defined). To ensure Successful Syndication of the Facilities, France agrees being understood that until Successful Syndication has occurred, neither the Borrower nor France willshall use commercially reasonable efforts to deliver to the Arrangers as soon as practicable after the date hereof Borrower’s unaudited pro forma consolidated balance sheet and statement of income and pro forma EBITDA for the twelve-month periods ended June 30, and will not permit 2013 and, so long as any of their respective affiliates toInitial Loans are still held by the Initial Lenders, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or debt security (including any renewals thereof), other than the facilities in respect of the acquisition of the capital stock each subsequent fiscal quarter of the Borrower thereafter to the extent updated financial statements of the Borrower are required to be provided by CGMI delivered pursuant to FranceSection 6.01, without in each case giving effect to the Target Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of such period in the case of the statement of income). (d) If, at any time prior written consent of CGMI. Citibank, N.A. will act as the sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” shall be deemed to have occurred upon the earlier to occur of (i) the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 a Successful Syndication and (ii) 120 days following Completionthe ninetieth (90th) day after the Closing Date, you become aware that the representations in Sections 5.05 and 5.14 are incorrect in any material respect if such Information or Projections was being provided on such date, you agree to notify the Initial Lenders and supplement the Information and the Projections promptly until the earlier to occur of (i) a Successful Syndication and (ii) the ninetieth (90th) day after the Closing Date, such that the representations in Sections 5.05 and 5.14 remain true in all material respects as though such Information or Projections were being provided on such date (provided that, with respect to Information, the Projections, other forward looking information and updates and supplements provided by the Target, its subsidiaries and its representatives, such representations and warranties shall be true in all material respects to the best of your knowledge) under those circumstances.

Syndication. Citigroup reserves 4.1 The Original Arrangers shall, in consultation with the rightUnderwriters, before or after decide on the execution of the Operative Documents, strategy to syndicate all or a portion of its commitment to one or more other financial institutions be adopted for Syndication (including institutional investorstiming and the selection of potential Lenders) that will become parties to and the Operative Documents pursuant to a syndication to be managed by CGMI (the financial institutions becoming parties to the Operative Documents being collectively referred to herein as the “Lenders”). CGMI will Original Arrangers shall, unless otherwise stated in this letter manage all other aspects of the syndication in consultation with France Syndication. Subject to any applicable confidentiality agreement between the Company and the BorrowerOriginal Arrangers, including and potential lenders entering into appropriate confidentiality agreements (consistent with the timing of all offers to potential LendersLMA form for public takeovers), the determination Company authorises the Original Arrangers to discuss the terms of the amounts offered Facilities with, and to disclose those terms to, potential Lenderslenders to facilitate the Syndication. The Original Arrangers shall, prior to launching Syndication, consult with the Company as to the syndication strategy including, for the avoidance of doubt, which potential Lenders will be approached, in a manner consistent with discussions held before the date of this letter. 4.2 At any time after the Original Arrangers have received sufficient commitments that (when reflected as participations in the Facilities) would result in a Successful Syndication, the acceptance of Majority Arrangers may (after consulting with the Underwriters and the Company): (a) close Syndication; and (b) accept the commitments received and allocate resulting participations in the Facilities (in a way that will result in a Successful Syndication). 4.3 If by the end of the Lenders and Syndication Period the compensation to be provided Original Arrangers have not received sufficient commitments that (when reflected as participations in the Facilities) would result in a Successful Syndication, the Original Arrangers may propose to the LendersUnderwriters, after consulting with the Company, that the Original Arrangers close Syndication, accept the commitments received and allocate resulting participations in the Facilities. France shall takeFollowing that proposal, and shall use its best efforts to cause the Borrower to takeMajority Underwriters may either, all action as CGMI may reasonably request to assist CGMI in forming a syndicate acceptable to CGMI. France’s and after consulting with the Borrower’s assistance in forming such a syndicate shall include but not be limited to Company: (a) instruct the Original Arrangers: (i) making senior management and representatives of France and the Borrower available to participate in information meetings with potential Lenders at such times and places as CGMI may reasonably requestclose Syndication; and (ii) using France’s to accept any commitments received and to allocate resulting participations in the Borrower’s best efforts Facilities as directed, in each case, by the Majority Underwriters; or (b) instruct the Original Arrangers to ensure that continue the syndication efforts benefit from France’sSyndication, and, in each case, the Borrower’s Original Arrangers shall comply with those instructions. 4.4 The Original Arrangers may not close Syndication, accept commitments received or allocate participations in the Facilities other than in accordance with either of paragraphs 4.2 or 4.3. 4.5 For the purposes of clause 25.2(a)(i)(A) (Conditions of assignment, transfer or sub- participation) of the Facilities Agreement, it is hereby agreed that no consent of the Company is required for an assignment, transfer or sub-participation (a “Transfer”) by an Underwriter to any New Lender if: (i) such Transfer occurs on or before the date on which Successful Syndication has been achieved and their respective owners’ lending relationshipsall the Lenders subject to such syndication have become party to the Facilities Agreement; (ii) the New Lender is on the White List; and and (iii) providing CGMI with all information reasonably deemed necessary the New Lender has a rating for its long-term debt obligations of BBB- or higher by it Standard & Poor’s Ratings Services or Fitch Ratings Ltd or Baa3 or higher by Xxxxx’x Investors Service Limited or a comparable rating from a nationally recognised credit rating agency. It is hereby agreed that any Transfer which does not satisfy the criteria described in this paragraph 4.5 (and which the Company has not consented to) shall not be considered as a Transfer permitted pursuant to achieve Successful Syndication (as further defined). To ensure Successful Syndication clause 25.2(a)(i)(A) of the Facilities, France agrees that until Successful Syndication has occurred, neither the Borrower nor France will, and will not permit any of their respective affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or debt security (including any renewals thereof), other than the facilities in respect of the acquisition of the capital stock of the Borrower to be provided by CGMI to France, without the prior written consent of CGMI. Citibank, N.A. will act as the sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” shall be deemed to have occurred upon the earlier of (i) the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 and (ii) 120 days following CompletionFacilities Agreement.

Syndication. Citigroup Citi reserves the right, before on or after the execution of the Operative DocumentsBridge Loan Agreement, to syndicate all or a portion of its commitment the Bridge Facility (including all or part of Citi’s commitment) to one or more other financial institutions (including institutional investors) selected in consultation with you and reasonably acceptable to you, which acceptance will not be unreasonably withheld or delayed, that will become parties to the Operative Documents Bridge Loan Agreement pursuant to a syndication to be managed by CGMI Citi (the financial institutions becoming parties to the Operative Documents Bridge Loan Agreement being collectively referred to herein as the “Lenders”). CGMI will manage all aspects If requested by Citi, you agree to actively assist Citi to achieve a syndication of the syndication in consultation with France and the Borrower, including the timing of all offers to potential Lenders, the determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders and the compensation to be provided to the Lenders. France shall take, and shall use its best efforts to cause the Borrower to take, all action as CGMI may Bridge Facility that is reasonably request to assist CGMI in forming a syndicate acceptable to CGMICiti and you. France’s and the Borrower’s Such assistance in forming such a syndicate shall include but not be limited to will include, without limitation (i) making senior management and representatives of France and the Borrower available to participate in information meetings with potential Lenders and rating agencies at such reasonable times and places and upon reasonable notice as CGMI Citi may reasonably request; request and consented to by you (such consent not to be unreasonably withheld, conditioned or delayed), (ii) using France’s and the Borrower’s best commercially reasonable efforts to ensure that the syndication efforts benefit from France’s, the Borrower’s and their respective ownersits subsidiaries’ existing lending relationships; and , (iii) assisting (including using your commercially reasonable efforts to cause your affiliates and advisors to assist) in the preparation of a confidential information memorandum for the Bridge Facility in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Arranger and other customary marketing and rating agency materials to be used in connection with the syndication of the Bridge Facility, (iv)using your commercially reasonable efforts to maintain monitored ratings of the Borrower’s senior unsecured indebtedness from Xxxxx’x and S&P and (v) promptly providing CGMI Citi upon reasonable request with all other information reasonably deemed necessary by it to achieve Successful Syndication successfully complete the syndication of the Bridge Facility. The Borrower acknowledges that (i) Citi may make available any Information and Projections (each such term as further defineddefined in Section 3) (collectively, the “Company Materials”) to potential Lenders by posting the Company Materials on IntraLinks, Debtdomain, the Internet or another similar electronic system (the “Platform”) and (ii) certain of the potential Lenders may be public side Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities or the Target and its securities) (each, a “Public Lender”). To ensure Successful Syndication The Borrower agrees that (A) at the request of Citi, which shall be made only upon the agreement between the Arranger and the Borrower that marketing to potential Lenders that are Public Lenders will facilitate the syndication of the FacilitiesBridge Facility, France agrees that until Successful Syndication has occurred, neither the Borrower nor France will, and it will not permit any of their respective affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement prepare a version of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or debt security (including any renewals thereof), other than the facilities in respect of the acquisition of the capital stock of the Borrower information package and presentation to be provided by CGMI to Francepotential Lenders that does not contain material non-public information concerning the Borrower, without the prior written consent Target or their respective securities for purposes of CGMI. Citibank, N.A. will act as the sole Facility Agent for the Facility United States federal and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers state securities laws and foreign laws; (B) all Company Materials that are to be made available to Public Lenders will be appointedclearly and conspicuously marked “PUBLIC”, or other titles conferredwhich, without at a minimum, will mean that the consent of Citigroup. word “Successful SyndicationPUBLIC” shall will appear prominently on the first page thereof; (C) by marking Company Materials “PUBLIC,” the Borrower will be deemed to have occurred upon authorized Citi and the earlier proposed Lenders to treat such Company Materials as not containing any material non-public information (although they may be confidential or proprietary) with respect to the Borrower, the Target or their or its securities for purposes of United States federal and state securities laws or foreign law; (iD) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 Platform designated “Public Lender”; and (iiE) 120 days Citi will be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.” The Borrower acknowledges and agrees that the following Completiondocuments may be distributed to all Lenders (including Public Lenders) (unless the Borrower promptly notifies the Arranger in writing (including by email) within a reasonable time prior to their intended distribution (after you have been given a reasonable opportunity to review such documents) that any such document should only be distributed to prospective private Lenders): (a) drafts and final versions of the Credit Documents; (b) administrative materials prepared by the Arranger for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda), and (c) term sheets and notification of any changes in the terms of the Bridge Facility. It is understood that in connection with your assistance described above, you will provide customary authorization letters (in the case of a public-side version of the Company Materials, containing a representation as to the absence of material non-public information therefrom), satisfactory to Citi, authorizing the distribution of the Company Materials to prospective Lenders, which letters shall include a customary “10b-5” representation and exculpate us with respect to any liability related to the use of the contents of the confidential information memorandum or any related marketing material by the recipients thereof.

Syndication. Citigroup reserves (a) In the right, before or after event any Loan is outstanding on the execution date that is one hundred twenty (120) days following the date of the Operative DocumentsFunding Date by Borrower, the Arrangers shall have the right to syndicate all or a portion of its commitment the Loans to one or more other financial institutions (including institutional investors) that will become parties to the Operative Documents pursuant to a syndication to be managed by CGMI (the financial institutions becoming parties to the Operative Documents being collectively referred to herein as the “Lenders”). CGMI will manage all aspects of the syndication in consultation with France and the Borrower, including the timing of all offers to potential Lenders, the determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders and the compensation to be provided to the Lenders. France shall take, and shall use its best have the rights provided in the Fee Letter and all of such terms are incorporated herein in connection with such syndication. In the event the Arrangers commence syndication efforts to cause the Borrower to take, all action and EOPT shall actively assist the Arrangers in completing such syndication as CGMI may reasonably request to assist CGMI in forming a syndicate acceptable to CGMIrequested by the Arrangers. France’s and the Borrower’s Such assistance in forming such a syndicate shall include but not be limited to (ia) making senior management and representatives of France and the Borrower available to participate in information meetings with potential Lenders at such times and places as CGMI may reasonably request; (ii) EOPT using France’s and the Borrower’s best commercially reasonable efforts to ensure that the syndication efforts benefit materially from France’s, the Borrower’s and their respective owners’ EOPT’s existing lending relationships; (b) the Borrower and EOPT assisting in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the syndication by providing the information described in this Section 5.14(b), below; and (iiic) providing CGMI with the Borrower and EOPT making their senior management and advisors available to participate, upon reasonable notice, in information meetings for potential syndicate members at such times and places as the Arrangers may reasonably request. (b) The Arrangers will jointly manage all aspects of the syndication, provided that decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted and which institutions will participate, will be made by mutual agreement of the Arrangers and the Borrower and the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders will be determined by the Arrangers, the Agents and the Lead Lenders. The Arrangers will have no responsibility other than to arrange the syndication. To assist the Arrangers in their syndication efforts, the Borrower and EOPT shall promptly prepare and provide to the Arrangers all information with respect to the Borrower and EOPT and the transactions contemplated hereby, including all financial information and projections (the “Projections”), as the Arrangers may reasonably deemed necessary by it to achieve Successful Syndication (as further defined). To ensure Successful Syndication request in connection with the arrangement and syndication of the FacilitiesLoans, France agrees that until Successful Syndication has occurredso long as disclosure by the Borrower, neither the Borrower nor France will, and will not permit EOPT or any of their respective affiliates toSubsidiaries, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance such information would not result in a violation of, or engage in discussions concerning expose the syndication Borrower, EOPT or issuance oftheir respective Subsidiaries to any material liability under, any debt facility applicable law, ordinance or debt security regulation or any agreements with unaffiliated third parties which are binding on the Borrower, EOPT or any of their respective Subsidiaries or on any Property of any of them. The Borrower and EOPT shall use commercially reasonable efforts to obtain any necessary consents or waivers under any such agreements to disclose such information to the Arrangers, the Agents and the Banks. The Borrower and EOPT represent and covenant that (including any renewals thereof), a) all information other than the facilities Projections (the “Information”) that has been or will be made available to the Arrangers by the Borrower, EOPT or any of their respective representatives is or will be, when furnished, complete and correct in respect all material respects and does not or will not, when furnished, contain any material misstatement or omission of fact and (b) the Projections that have been or will be made available to the Arrangers by the Borrower, EOPT or any of their representatives have been or will be prepared in good faith based upon assumptions believed to be reasonable at the time of preparation thereof. The Borrower and the Guarantor agree to supplement the Information and Projections on the one hundred twentieth (120th) day following the Funding Date and from time to time upon request of the acquisition Arrangers or the Agents from the Closing Date until the completion of any syndication of the capital stock Loans as contemplated by this Section 5.14 so all Information is complete and correct in all material respects and does not contain any material misstatements or omissions of fact. The Borrower and EOPT understand that in arranging and syndicating the Loans the Arrangers, the Agents and the Banks may use and rely on the Information and Projections without independent verification thereof. (c) Prior to and during the syndication of the Loans, the Borrower to be provided and EOPT shall not entertain or undertake any competing offering, placement or arrangement of any bank financing other than property-specific mortgage debt and property-specific mezzanine debt not prohibited by CGMI to Francethis Agreement by or on behalf of the Borrower, without EOPT or any affiliate thereof, unless otherwise agreed by the prior written consent Arrangers and the Agents. (d) The initial syndication of CGMI. Citibank, N.A. will act as the sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” Loan shall be deemed to have occurred upon allocated among the earlier of (i) Banks as provided in the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 and (ii) 120 days following CompletionSyndication Letter.

Syndication. Citigroup reserves 1.1 The Banks, in consultation with the rightCompany, before or after the execution of the Operative Documents, to syndicate all or a portion of its commitment to one or more other financial institutions (including institutional investors) that will become parties to the Operative Documents pursuant to a syndication to be managed by CGMI (the financial institutions becoming parties to the Operative Documents being collectively referred to herein as the “Lenders”). CGMI will manage all aspects of the syndication and in consultation with France and the BorrowerCompany, decide on the strategy to be adopted for syndication of the Syndicated Facilities, including the timing of all offers to potential Lenderstiming, the determination proposal of the amounts offered to potential Agreed Potential Lenders, the acceptance and allocation of commitments and the amount and distribution of fees among Lenders, in each case without prejudice to the Company’s right to consent to transfers in accordance with clause 24.2 (Conditions to transfer) of the Facilities Agreement. The Company authorises the Banks to discuss the terms of the Syndicated Facilities with, and to disclose those terms to, Agreed Potential Lenders to facilitate the syndication. For the avoidance of doubt, if at the last date of the Syndication Period, the Banks have not received sufficient commitments to achieve Successful Syndication of the Syndicated Facilities the Banks may (but are not obliged to) close the syndication. 1.2 The Banks and the compensation Company agrees that the Banks firstly shall approach the Relationship Banks in order to be provided achieve Successful Syndication and secondly other Agreed Potential Lenders. 1.3 The Company shall, subject to applicable laws and regulations (including the Lenders. France shall takeTakeover Code (as defined in the Facilities Agreement)) co-operate and actively assist in the syndication of the Syndicated Facilities and shall, and shall during the Syndication Period, use its best all reasonable efforts to cause ensure that the Borrower to takeTarget co-operates and actively assists in the syndication of the Syndicated Facilities, all action in each case including: (a) making such senior management and other representatives of the Company and each other member of the Group (including following the Acquisition, the Target) as CGMI the Banks may reasonably request to assist CGMI in forming a syndicate acceptable to CGMI. France’s and the Borrower’s assistance in forming such a syndicate shall include but not be limited to (i) making senior management and representatives of France and the Borrower available to participate in information meetings with potential Agreed Potential Lenders at such times and places as CGMI the Banks may reasonably request; ; (iib) using France’s and the Borrower’s best all reasonable efforts to ensure that the syndication efforts benefit from France’s, the Borrower’s and their respective owners’ Group's existing lending relationships; and ; (iiic) providing CGMI the Banks with all information reasonably deemed necessary requested by it them to achieve complete a Successful Syndication within the Syndication Period; (d) ensuring that, until completion of syndication, interest periods are shortened, as further defined). To ensure Successful Syndication reasonably requested by the Banks to facilitate transfers to Lenders joining the Syndicated Facilities as a result of syndication; and (e) complying with all reasonable requests for information from Agreed Potential Lenders through the Facilities, France agrees that until Successful Syndication has occurred, neither the Borrower nor France will, and will not permit any of their respective affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or debt security (including any renewals thereof), other than the facilities in respect of the acquisition of the capital stock of the Borrower to be provided by CGMI to France, without the prior written consent of CGMI. Citibank, N.A. will act as the sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” shall be deemed to have occurred upon the earlier of (i) the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 and (ii) 120 days following Completion.Banks,

Syndication. Citigroup reserves the right(i) The Borrower will actively assist, before or after the execution of the Operative Documents, to syndicate all or a portion and cause each of its commitment Subsidiaries to actively assist, the Agent and the Arranger in syndicating the Advances to one or more other financial institutions Eligible Assignees, such assistance to include, without limitation: (including institutional investorsA) that will become parties to the Operative Documents pursuant to a syndication to be managed by CGMI (the financial institutions becoming parties to the Operative Documents being collectively referred to herein as the “Lenders”). CGMI will manage all aspects of the syndication in consultation with France and the Borrower, including the timing of all offers to potential Lenders, the determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders and the compensation to be provided to the Lenders. France shall takeproviding, and shall use causing each of its best efforts to cause the Borrower to take, all action as CGMI may reasonably request to assist CGMI in forming a syndicate acceptable to CGMI. France’s and the Borrower’s assistance in forming such a syndicate shall include but not be limited to (i) making senior management and representatives of France and the Borrower available to participate in information meetings with potential Lenders at such times and places as CGMI may reasonably request; (ii) using France’s and the Borrower’s best efforts to ensure that the syndication efforts benefit from France’s, the Borrower’s Subsidiaries and their respective owners’ lending relationships; advisors to provide, the Agent, the Arranger and (iii) providing CGMI the Lenders upon request with all information reasonably deemed necessary by it the Agent or the Arranger to achieve Successful Syndication complete the syndication of the Advances, (as further defined). To ensure Successful Syndication B) assisting the Agent and the Arranger, upon their reasonable request, in the preparation of an Information Memorandum to be used in connection with the syndication of the Advances and (C) otherwise assisting the Agent and the Arranger in their syndication efforts, including by making available officers and advisors of the Borrower and its Subsidiaries from time to time to attend and make presentations regarding the business and prospects of the Borrower, its Subsidiaries and the Facilities, France agrees that as appropriate, at a meeting or meetings of prospective Lenders; and (ii) until Successful Syndication has occurredthe termination of the general syndication of the Advances (as determined by the Arranger in its sole discretion), neither (x) subject to the provisions of clause (y) below, the Borrower nor France willwill work, and will cause each of its Subsidiaries to work, with the Agent and the Arranger in coordinating the syndication (including the timing of such syndication) of the Advances with similar syndications and issuances (or proposed syndications or issuances) by any Subsidiaries of the Borrower (including any renewals thereof) in the domestic capital or banking markets in an attempt to mitigate any actual or potential material market disruption affecting the syndication of the Advances (including the timing of such syndications) and (y) not permit any Subsidiaries of their respective affiliates to, the Borrower to syndicate or issue, or 32 attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt or equity facility (including, without limitation, the Subordinated Loan Agreement) or debt security (including any renewals thereof), other than the facilities ) in respect of the acquisition any of the transactions contemplated herein in the domestic or international capital stock of the Borrower to be provided by CGMI to France, without the prior written consent of CGMI. Citibank, N.A. will act as the sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” shall be deemed to have occurred upon the earlier of (i) the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 and (ii) 120 days following Completionbanking markets.

Syndication. Citigroup reserves (a) The parties hereto agree that Macquarie will have the right, before or after the execution of the Operative Documents, right to and may syndicate all or a portion of its commitment the New Term Loan to one or more other groups of financial institutions (including institutional investors) or other investors identified by us; provided, however, for the avoidance of doubt, that will become parties Macquarie’s Commitment is not subject to the Operative Documents pursuant to consummation of a successful syndication to be managed by CGMI (of the financial institutions becoming parties New Term Loan prior to the Operative Documents being collectively referred New Term Loan Effective Date. Macquarie will have the right to herein as the “Lenders”). CGMI will manage all aspects of any such syndication of the syndication New Term Loan in consultation with France the Company and subject to the BorrowerCompany’s right to approve prospective lenders other than Macquarie (such approval not to be unreasonably witheld or delayed), including decisions as to the selection of institutions to be approached, the timing of all offers to potential Lenderslenders, the determination of the amounts offered to potential Lenderslenders, the acceptance of commitments of the Lenders lenders and the compensation to be provided to the Lenderslenders. France shall take, and shall use its best efforts to cause the Borrower to take, The Company will take all action as CGMI Macquarie may reasonably request to assist CGMI Macquarie in forming a syndicate acceptable to CGMI. France’s Macquarie and reasonably acceptable to the Borrower’s assistance in forming such a syndicate shall include but Company, which acceptance will not be limited to unreasonably withheld or delayed. (b) To ensure an effective syndication of the New Term Loan, the Company agrees that from the date hereof until the earlier of (i) making senior management 30 days following the New Term Loan Effective Date and representatives of France and the Borrower available to participate in information meetings with potential Lenders at such times and places as CGMI may reasonably request; (ii) using France’s and the Borrower’s best efforts to ensure that termination of the syndication efforts benefit from France’s(as determined by Macquarie), the Borrower’s and their respective owners’ lending relationships; and (iii) providing CGMI with all information reasonably deemed necessary by it to achieve Successful Syndication (as further defined). To ensure Successful Syndication of the Facilities, France agrees that until Successful Syndication has occurred, neither the Borrower nor France willCompany will not, and will not permit any of their respective its controlled affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or debt security (including any renewals thereof), other than the facilities in respect of the acquisition of the capital stock of the Borrower to be provided by CGMI to France, without the prior written consent of CGMI. Citibank, N.A. will act as the sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents Macquarie (such consent not to be unreasonably withheld or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” shall be deemed to have occurred upon the earlier of (i) the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 and (ii) 120 days following Completiondelayed).

Syndication. Citigroup It is agreed that UBSS will act as the sole and exclusive advisor, arranger and book manager for the Bank Facilities, and, in consultation with Merger Sub, will exclusively manage the syndication of the Bank Facilities, and will, in such capacities, exclusively perform the duties and exercise the authority customarily associated with such roles. It is further agreed that no additional advisors, agents, co-agents, arrangers or book managers will be appointed and no Lender (as defined below) will receive compensation with respect to any aspect of the Bank Facilities outside the terms con- tained herein and in the Fee Letter in order to obtain its commitment to participate therein, in each case unless Merger Sub and we so agree. UBS reserves the right, before prior to or after the execution of the Operative DocumentsBank Documentation with respect to each of the First Lien Facilities and the Second Lien Facility, in consultation with Merger Sub, to syndicate all or a portion of its commitment loans and/or commitments to one or more other financial institutions (including institutional investors) that will become parties to the Operative Documents pursuant to a syndication to be managed by CGMI Bank Documentation (UBS and the financial institutions becoming parties to the Operative Documents being collectively referred Bank Documentation with respect to herein as all or a portion of the Bank Facilities, the “Lenders”). CGMI UBSS will exclusively manage all aspects of the syndication in consultation with France of the Bank Facilities, including selection of additional Lenders, determination of when UBSS will approach potential additional Lenders, awarding of any naming rights and the Borrower, including the timing of all offers to potential Lenders, the determination final allocations of the amounts offered to potential Lenders, the acceptance of commitments in respect of the Lenders Bank Facilities among the additional Lenders. Parent and Merger Sub agree to actively assist UBSS in achieving a timely syndication of the compensation Bank Facilities that is reasonably satisfactory to be provided to UBSS and the Lenders. France shall takeTo assist UBSS in its syndication efforts, Parent and Merger Sub agree that it will, and will cause its representatives and advisors to, and will use commercially reasonable efforts to cause its representatives and advisors to, (a) promptly prepare and provide all financial and other information as we may reasonably request with respect to Parent, Merger Sub, the Acquired Business, their respective subsidiaries and the transactions contemplated hereby, including but not limited to financial projections (the “Projections”) relating to the foregoing, (b) provide copies of any due diligence reports or memoranda prepared at the direction of Parent or Merger Sub or any of its affiliates by legal, accounting, tax or other advisors in connection with the Acquisition (subject to the delivery of customary non-disclosure agreements reasonably acceptable to UBS and Parent), (c) use commercially reasonable efforts to ensure that such syndication efforts benefit materially from existing lending and other financing relationships of Parent and its subsidiaries, (d) make available to prospective Lenders senior management and advisors of Parent and its subsidiaries, (e) host, with UBSS, one or more meetings with prospective Lenders, (f) assist UBSS in the preparation of one or more confidential information memoranda (and other similar marketing material) reasonably satisfactory to UBSS with respect to the Bank Facilities and (g) obtain, at your expense, monitored public ratings of the Bank Facilities from Mxxxx’x Investors Service (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) at least 30 days prior to the Closing Date and to participate actively in the process of securing such ratings, including having senior management of Parent and Merger Sub meet with such rating agencies. In addition, Parent and Merger Sub shall use its best their commercially reasonable efforts to cause the Borrower Acquired Business to take, all action as CGMI may actively assist UBSS in achieving a timely syndication of the Bank Facilities that is reasonably request satisfactory to assist CGMI in forming a syndicate acceptable to CGMI. France’s UBSS and the Borrower’s Lenders, including by way of providing the assistance described in forming such the immediately preceding sentence. UBS acknowledges that Parent and Merger Sub do not control the Acquired Business prior to the Closing Date. At our request, Parent and Merger Sub agree to prepare a syndicate shall include but version of the information package and presentation and other marketing materials to be used in connection with the syndication that do not contain material non-public information concerning Parent, Merger Sub or the Acquired Business, their respective affiliates or their securities. In addition, Parent and Merger Sub agree that unless specifically labeled “Private — Contains Non-Public Information,” no information, documentation or other data disseminated to prospective Lenders in connection with the syndication of the Bank Facilities, whether through an Internet website (including, without limitation, an IntraLinks work- space), electronically, in presentations at meetings or otherwise, will contain any material non-public information concerning Parent, Merger Sub or the Acquired Business, their respective affiliates or their securities. Information. Parent and Merger Sub hereby represent and covenant that (a) all information (other than the Projections and other than information of a general economic nature) that has been or will be limited to (i) making senior management and representatives of France and the Borrower made available to participate in information meetings with potential us or any of the Lenders at such times and places as CGMI may reasonably request; (ii) using France’s and the Borrower’s best efforts to ensure that the syndication efforts benefit from France’sby Parent, Merger Sub, the Borrower’s and Acquired Business or any of your or their respective owners’ lending relationships; representatives in connection with the transactions contemplated hereby (the “Information”), when taken as a whole, is and (iii) providing CGMI with will be complete and correct in all information reasonably deemed necessary by it to achieve Successful Syndication (as further defined). To ensure Successful Syndication of the Facilities, France agrees that until Successful Syndication has occurred, neither the Borrower nor France will, material respects and does not and will not permit contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading and (b) the Projections that have been or will be made available to us or any of the Lenders by Parent, Merger Sub, the Acquired Business or any of your or their respective representatives in connection with the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions believed by Parent and Merger Sub to be reasonable (it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved). Parent and Merger Sub agree to supplement the Information and the Projections from time to time and agree to promptly advise us and the Lenders of all developments materially affecting Parent, Merger Sub, the Acquired Business, any of their respective subsidiaries or affiliates to, syndicate or issue, attempt the transactions contemplated hereby or the accuracy of Information and Projections previously furnished to syndicate us or issue, announce or authorize the announcement any of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or debt security (including any renewals thereof), other than the facilities in respect of the acquisition of the capital stock of the Borrower to be provided by CGMI to France, without the prior written consent of CGMI. Citibank, N.A. will act as the sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” shall be deemed to have occurred upon the earlier of (i) the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 and (ii) 120 days following CompletionLenders.