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WHEREAS

IT IS AGREED

1 Interpretation

Authorised Use means for the purposes of assessing and during discussions and negotiations relating to
participation by the Recipient in XXs supply chain finance programs, whether for a particular Project or otherwise.

Confidential Information means:

(a) each Operative Document and each Insurance Policy;

(b) all trade secrets and confidential and proprietary information of XX, whether commercial, financial, technical
or otherwise, pricing models, hardware configuration, computer programs, software (including source and
object code), algorithms, regulatory information, transaction structures, agreements with third parties,
services, customers and existing and potential customer lists; and

(c) in relation to the Project, all information relating to the relevant customer, obligor or customer or obligor
group, and the relevant transactional documentation, which is designated as confidential or proprietary or
would reasonably be considered to be confidential, which is received by Recipient from XX or any of its
affiliates or advisers or ZZ at any time whether before or after the date of this Undertaking, in whatever form
but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by Recipient
of this Undertaking; or

(ii) is identified in writing at the time of delivery as non-confidential by XX, the Insurer Representative,
any of its affiliates or advisers; or

(iii) is known to Recipient before the date the information is disclosed, or is lawfully obtained by
Recipient after that date from a source not connected with XX.

Insurance Policy means each insurance policy issued in respect of the Project.

Operative Document means each document entered into or to be entered into in relation to the funding of the
Project.

Project means .

2 Confidentiality undertaking

Recipient undertakes to each Beneficiary to (i) keep all Confidential Information confidential and not to disclose it to
anyone, save to the extent permitted in paragraph 3 below, (ii) ensure that all Confidential Information is protected
with security measures (including, where instructed, and a degree of care that would apply to Recipients own
confidential information, and (iii) use the Confidential Information only for the Authorised Use.

3 Permitted disclosure

3.1 Recipient may disclose to (i) any subsidiary or holding company of Recipient, or any other subsidiary of such
holding company, as those expressions are defined in section 1159 of the Companies Act 2006, and its or their
officers, directors, employees, professional advisers and auditors, such Confidential Information as Recipient shall
consider appropriate for the Authorised Use provided that (A) each such person is informed of its confidential nature
and of Recipients obligations under this Undertaking, (B) Recipient procures the compliance of each such person
with the terms of this Undertaking as if it were the recipient hereunder, and (C) the Recipient shall be responsible to
XX for any breach of the terms of this Undertaking by any such person to whom it has so disclosed information, and
(ii) any person to whom information is required or requested to be disclosed by any applicable law, court order,
regulation or by any regulatory or governmental authority such Confidential Information as Recipient shall consider
appropriate.

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3.2 Recipient shall inform XX (i) of the circumstances of any disclosure made pursuant to paragraph 3.1(ii), so
far as it is legally permitted to do so, and (ii) upon becoming aware that Confidential Information has been disclosed
in breach of this Undertaking.

4 Return of copies

The Recipient acknowledges and agrees that it is not permitted to receive or create hard copies of any Operative
Document or any Insurance Policy. If Recipient does not participate in the Project and XX so requests in writing,
Recipient shall (and shall use its reasonable endeavours to ensure recipients it disclosed any such Confidential
Information to) (i) return to XX or destroy all Confidential Information supplied to it, and (ii) destroy or permanently
erase (to the extent reasonably practicable) all copies of such Confidential Information, save to the extent Recipient
or its recipient, is required by law, court order or internal policy to retain any such Confidential Information, or as may
otherwise be needed to establish a legal or regulatory defence.

5 Continuing obligations

The obligations of this Undertaking are continuing, and in particular, shall survive and remain binding on Recipient in
relation to the Project until Recipient participates in the Project, or failing that, the date falling 2 years after the date of
the Recipients final receipt of any Confidential Information.

6 No representations; no intellectual property transfer; no commitment

6.1 Recipient acknowledges and agrees that none of XX, the Insurer Representative or ZZ, nor any of their
respective employees, affiliates or advisers (or their employees) (each a Relevant Person) (i) make any
representation, warranty, express or implied, as to, or assume any responsibility for the accuracy, reliability or
completeness of any of the Confidential Information or any other information supplied by XX or ZZ or any of their
respective affiliates or advisers, or (ii) are under any obligation to update or correct any inaccuracy in the Confidential
Information or any other information supplied by XX or ZZ or any of their respective affiliates or advisers.

6.2 The Confidential Information is, and shall remain, the property of XX. The disclosure to the Recipient of any
Confidential Information shall not give the Recipient any licence or other rights whatsoever in respect of any part of
such Confidential Information beyond the rights contained in this Undertaking.

6.3 Disclosure of any Confidential Information does not create any obligations to enter into any contractual
commitment with the Recipient, and does not create any further obligation to engage with the Recipient.

7 Miscellaneous

7.1 This Undertaking constitutes the entire agreement between XX, ZZ and Recipient in relation to Recipients
obligations regarding Confidential Information and supersedes any previous agreement, whether express or implied,
regarding Confidential Information.

7.2 No failure to exercise, nor any delay in exercising any right or remedy under this Undertaking will operate as
a waiver of any such right or remedy or constitute an election to affirm this letter. No single or partial exercise of any
right or remedy will prevent any further or other exercise or the exercise of any other right or remedy under this
Undertaking.

7.3 The terms of this Undertaking may only be amended or modified by written agreement between the parties.

7.4 Other than (i) a Relevant Person who may enjoy the benefit of paragraph 6, or (ii) a Beneficiary, a person
who is not a party to this Undertaking has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or
to enjoy the benefit of any term of this Undertaking.

7.5 This Undertaking may be executed in any number of counterparts and all counterparts taken together will be
deemed to constitute one and the same instrument.

7.6 If and to the extent that any provision of this Undertaking is held to be illegal, void or unenforceable, such
provision shall be given no effect and shall be deemed not to be included in this Undertaking but without invalidating
any of the remaining provisions of the Undertaking.

8 Law and jurisdiction

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8.1 This Undertaking and any non-contractual obligations arising out of or in connection with it are governed by
English law.

8.2 The courts of England shall have non-exclusive jurisdiction to settle any dispute arising out of or in
connection with this Undertaking.

8.3 Each Beneficiary and/or ZZ may be irreparably harmed by the breach of the terms of this Undertaking and
damages may not be an adequate remedy and Recipient agrees that a Beneficiary and/or ZZ may be granted an
injunction or specific performance for any threatened or actual breach of the provisions of this Undertaking by the
Recipient.

This undertaking has been entered into on the date stated at the beginning of this Undertaking

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