(b) waive the Maximum Purchase Condition with respect to one or more series of Non-Covered Notes and accept all Notes of such series, and of any series of Notes having a higher Acceptance Priority Level, validly tendered; or
(c) if there is any series of Non-Covered Notes with a lower Acceptance Priority Level than the First Non-Covered Notes for which:
(i) the Aggregate Purchase Amount necessary to purchase all validly tendered Notes of such
series, plus
(ii) the Aggregate Purchase Amount necessary to purchase all validly tendered Notes of all series having a higher Acceptance Priority Level
than such series of Notes, other than any series of Non-Covered Notes that has or have not also been accepted as contemplated by this clause (c), is equal to, or less than, the Maximum Purchase Amount, accept
all validly tendered Notes of all such series having a lower Acceptance Priority Level, until there is no series of Notes with a higher or lower Acceptance Priority Level to be considered for purchase for which the conditions set forth above are
met.
It is possible that a series of Notes with a particular Acceptance Priority Level will fail to meet the conditions set forth above and therefore
will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.
For purposes of
determining whether the Maximum Purchase Condition is satisfied, FIS will assume that all Notes tendered pursuant to the Guaranteed Delivery Procedures will be duly delivered at or prior to the Guaranteed Delivery Time and FIS will not subsequently
adjust the acceptance of the Notes in accordance with the Acceptance Priority Levels if any such Notes are not so delivered. FIS reserves the right, subject to applicable law, to waive the Maximum Purchase Condition with respect to any Offer.
The Offers are subject to the satisfaction of these conditions and certain other conditions. FIS reserves the right, subject to applicable law, to waive any
and all conditions to any Offer. If any of the conditions is not satisfied, FIS is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws,
and may terminate or alter any or all of the Offers. The Offers are not conditioned on the tender of any aggregate minimum principal amount of Notes of any series (subject to minimum denomination requirements as set forth in the Offer to Purchase).
FIS has retained Citigroup Global Markets Inc., J.P. Morgan Securities LLC, J.P. Morgan Securities plc, MUFG Securities Americas Inc. and U.S. Bancorp
Investments, Inc. to act as the lead dealer managers for the Offers and Barclays Bank PLC, Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Lloyds Bank
Corporate Markets plc, Lloyds Securities Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC to act as co-dealer managers for the Offers. Questions regarding the
terms and conditions for the Offers should be directed to Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4045 (collect) (only with respect to the Dollar Notes), J.P. Morgan Securities plc at +44 20 7134 2468 (only with respect to the Euro Notes
and the Sterling Notes), MUFG at (877) 744-4532 (toll-free) or (212) 405-7481 (collect), or US Bancorp at (800) 479-3441
(toll-free) or (917) 558-2756 (collect).
D.F. King & Co, Inc. will act as the Information and Tender
Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to D.F. King & Co, Inc. in New York by telephone at (212)
269-5550 (for banks and brokers only) or (800) 207-2872 (for all others toll-free), in London by telephone at +44 20 7920 9700, or by email at fis@dfking.com. You
may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following link: http://www.dfkingltd.com/fis.
If FIS terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Information and Tender Agent, and all Notes
tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in the applicable Clearing System will be released.
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