Credit Agreement, dated as of October 21, 2005



 Exhibit 10bh 
  
 EXECUTION COPY 

  
 CREDIT AGREEMENT 
  
 dated as of 
  
 October 21, 2005 
  

  
 BARD SHANNON LIMITED 
  

  
 BANC OF AMERICA SECURITIES LLC, 
 and 
 J.P. MORGAN SECURITIES INC. 
 as Joint
Lead Arrangers and Joint Bookrunners 
  

  
 BANK OF AMERICA, N.A., 
 as Administrative Agent 
  

  
 JPMORGAN CHASE BANK, N.A. 
 as Syndication Agent 
  

  
 BARCLAYS BANK PLC, HSBC BANK USA, NATIONAL ASSOCIATION
and 
 WACHOVIA BANK, NATIONAL ASSOCIATION 
 as Documentation Agents 
  
 $250,000,000 
  








 TABLE OF CONTENTS 
  

			
	 	  	Page


	 ARTICLE I DEFINITIONS
	  	1
		
	 SECTION 1.01. Defined Terms
	  	1
		
	 SECTION 1.02. Classification of Loans and Borrowings
	  	14
		
	 SECTION 1.03. Terms Generally
	  	15
		
	 SECTION 1.04. Accounting Terms, GAAP
	  	15
		
	 SECTION 1.05. Exchange Rates; Currency Equivalents
	  	15
		
	 SECTION 1.06. Change of Currency
	  	15
		
	 ARTICLE II THE CREDITS
	  	16
		
	 SECTION 2.01. The Commitments
	  	16
		
	 SECTION 2.02. Loans and Borrowings
	  	16
		
	 SECTION 2.03. Requests for Borrowings
	  	17
		
	 SECTION 2.04. Funding of Borrowings
	  	18
		
	 SECTION 2.05. Interest Elections
	  	18
		
	 SECTION 2.06. Termination, Reduction and Increase of the Commitments
	  	20
		
	 SECTION 2.07. Repayment of Loans; Evidence of Debt
	  	21
		
	 SECTION 2.08. Prepayment of Loans
	  	22
		
	 SECTION 2.09. Fees
	  	23
		
	 SECTION 2.10. Interest
	  	24
		
	 SECTION 2.11. Alternate Rate of Interest
	  	24
		
	 SECTION 2.12. Increased Costs
	  	25
		
	 SECTION 2.13. Break Funding Payments
	  	26
		
	 SECTION 2.14. Taxes
	  	27
		
	 SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	  	28

  

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	 SECTION 2.16. Mitigation Obligations; Replacement of Lenders
	  	30
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES
	  	31
		
	 SECTION 3.01. Organization; Powers
	  	31
		
	 SECTION 3.02. Authorization; Enforceability
	  	31
		
	 SECTION 3.03. Governmental Approvals; No Conflicts
	  	31
		
	 SECTION 3.04. Financial Condition; No Material Adverse Change
	  	32
		
	 SECTION 3.05. Properties
	  	32
		
	 SECTION 3.06. Litigation, Environmental and Intellectual Property Matters
	  	32
		
	 SECTION 3.07. Compliance with Laws and Agreements
	  	33
		
	 SECTION 3.08. Investment and Holding Company Status
	  	33
		
	 SECTION 3.09. Taxes
	  	33
		
	 SECTION 3.10. ERISA
	  	33
		
	 SECTION 3.11. Disclosure
	  	33
		
	 SECTION 3.12. Use of Credit
	  	34
		
	 SECTION 3.13. Liens
	  	34
		
	 SECTION 3.14. Subsidiaries
	  	34
		
	 ARTICLE IV CONDITIONS
	  	34
		
	 SECTION 4.01. Effective Date
	  	34
		
	 SECTION 4.02. Each Credit Event
	  	35
		
	 ARTICLE V AFFIRMATIVE COVENANTS
	  	35
		
	 SECTION 5.01. Financial Statements and Other Information
	  	35
		
	 SECTION 5.02. Notices of Material Events
	  	37
		
	 SECTION 5.03. Existence; Conduct of Business
	  	37
		
	 SECTION 5.04. Payment of Obligations
	  	37
		
	 SECTION 5.05. Maintenance of Properties; Insurance
	  	37

  

 - ii - 









			
		
	 SECTION 5.06. Books and Records; Inspection Rights
	  	38
		
	 SECTION 5.07. Compliance with Laws
	  	38
		
	 SECTION 5.08. Use of Proceeds
	  	38
		
	 ARTICLE VI NEGATIVE COVENANTS
	  	38
		
	 SECTION 6.01. Liens
	  	38
		
	 SECTION 6.02. Fundamental Changes
	  	39
		
	 SECTION 6.03. Transactions with Affiliates
	  	40
		
	 SECTION 6.04. Indebtedness
	  	40
		
	 SECTION 6.05. Acquisitions
	  	41
		
	 SECTION 6.06. Investments; Loans to Third Parties
	  	41
		
	 SECTION 6.07. Dividends
	  	41
		
	 SECTION 6.08. Change in Nature of Business
	  	41
		
	 SECTION 6.09. Certain Financial Covenants
	  	42
		
	 ARTICLE VII EVENTS OF DEFAULT
	  	42
		
	 ARTICLE VIII THE ADMINISTRATIVE AGENT
	  	44
		
	 ARTICLE IX MISCELLANEOUS
	  	47
		
	 SECTION 9.01. Notices
	  	47
		
	 SECTION 9.02. Waivers; Amendments
	  	47
		
	 SECTION 9.03. Expenses; Indemnity; Damage Waiver
	  	48
		
	 SECTION 9.04. Successors and Assigns
	  	49
		
	 SECTION 9.05. Survival
	  	52
		
	 SECTION 9.06. Counterparts; Integration; Effectiveness
	  	52
		
	 SECTION 9.07. Severability
	  	53
		
	 SECTION 9.08. Right of Setoff
	  	53
		
	 SECTION 9.09. Governing Law; Jurisdiction; Etc.
	  	53

  

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	 SECTION 9.10. WAIVER OF JURY TRIAL
	  	54
		
	 SECTION 9.11. Headings
	  	54
		
	 SECTION 9.12. Confidentiality
	  	54
		
	 SECTION 9.13. USA PATRIOT Act
	  	55
		
	 SECTION 9.14. Judgment Currency
	  	55
		
	 SCHEDULE I - Commitments
	  	 
	 SCHEDULE II-A - Litigation
	  	 
	 SCHEDULE II-B - Environmental Matters
	  	 
	 SCHEDULE II-C - Intellectual Property
	  	 
	 SCHEDULE III - Subsidiaries
	  	 
	 SCHEDULE IV - Mandatory Cost Formulae
	  	 
	 SCHEDULE V - Administrative Agent’s Office
	  	 
	SCHEDULE VI - Assignment and Recordation Fees	  	 
		
	EXHIBIT A   Form of Assignment and Assumption	  	 
	 EXHIBIT B-I Form of Opinion of Special Irish Counsel to the Borrower
	  	 
	EXHIBIT B-2 Form of Opinion of Special New York Counsel to the Borrower	  	 

  

 - iv - 








 CREDIT AGREEMENT, dated as of October 21, 2005, between BARD SHANNON LIMITED, the LENDERS party
hereto, and BANK OF AMERICA, N.A., as Administrative Agent. 
  
 The Borrower (as hereinafter defined) has requested that the Lenders (as so defined) make loans to it in an aggregate principal amount not exceeding $250,000,000 at any one time outstanding. The Lenders are prepared to make such loans upon
the terms and conditions hereof, and, accordingly, the parties hereto agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS

  
 SECTION 1.01. Defined Terms. As used in this
Agreement, the following terms have the meanings specified below: 
  
 “ABR” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 
  
 “Acquisition” means, as to any Person, the acquisition by
such Person of (a) capital stock of any other Person which results in such Person becoming a Subsidiary, (b) all or substantially all of the assets of any other Person or (c) all or substantially all of the assets constituting a
business unit or division of any other Person. 
  
 “Administrative Agent” means Bank of America, in its capacity as administrative agent for the Lenders hereunder, and any successors thereto pursuant to Article VIII. 
  
 “Administrative Agent’s Office” means, with respect to
any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule V with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from
time to time notify to the Borrower and the Lenders. 
  
 “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 
  
 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified. 
  
 “Agreement Currency” has the meaning specified in Section 9.14. 
  
 “Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and
(b) the Federal Funds Effective Rate for such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of
such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be. 
  

 Credit Agreement 








 “Alternative Currency” means each of Euro and Sterling. 
  
 “Alternative Currency Equivalent” means, at any time, with
respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of such Alternative Currency with Dollars. 
  
 “Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the aggregate principal amount of the Loans held by the Lenders or, if no Loans are outstanding, the Commitments most recently in effect, giving effect to any assignments. 
  
 “Applicable Rate” means, for any day (i) with respect
to any ABR Loan, 0.000% per annum, (ii) with respect to any Eurocurrency Loan, 0.375% per annum and (iii) with respect to the commitment fees payable hereunder, 0.125% per annum. 
  
 “Approved Fund” means any Person (other than a natural
person) (i) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) that is administered or managed by a Lender or an Affiliate of a Lender.

  
 “Assignment and Assumption” means an
assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the
Administrative Agent and the Borrower. 
  
 “Assuming
Lender” has the meaning assigned to such term in Section 2.06(c). 
  
 “Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Commitment Termination Date and the date of termination of the Commitments. 

 
 “Board” means the Board of Governors of the Federal
Reserve System of the United States of America. 
  
 “Borrower” means Bard Shannon Limited, an Irish corporation. 
  
 “Borrowing” means (a) all ABR Loans made, converted or continued on the same date or (b) all Eurocurrency Loans of the same currency that have the same Interest Period. 
  
 “Borrowing Minimum” means, in respect of Loans denominated
in Dollars, $5,000,000, in respect of Loans denominated in Sterling, £3,000,000 and, in respect of Loans denominated in Euros, EUR4,000,000. 
  

 Credit Agreement 
  
 2 








 “Borrowing Multiple” means, in respect of Revolving Credit Loans denominated in Dollars,
$1,000,000 in respect of Loans denominated in Sterling, £1,000,000, and, in respect of Loans denominated in Euros, EUR1,000,000. 
  
 “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03. 
  
 “Business Day” means any day (a) that is not a
Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed, (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation or
conversion of or into, or the Interest Period for, a Eurocurrency Borrowing denominated in Dollars, or to a notice by the Borrower with respect to any such borrowing, payment, prepayment, continuation, conversion, or Interest Period, that is also a
day on which dealings in Dollar deposits are carried out in the London interbank market, (c) if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Euro, any fundings, disbursements, settlements and payments
in Euro in respect of any such Eurocurrency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, means a TARGET Day and (d) if such day relates to any interest rate settings
as to a Eurocurrency Loan denominated in Sterling, any fundings, disbursements, settlements and payments in Sterling in respect of any such Eurocurrency Loan, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect
of any such Eurocurrency Loan, means any such day on which dealings in deposits in Sterling are conducted by and between banks in the London interbank market. 
  

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
  
 “Cash Equivalents” means any of the following, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens and having a maturity of not greater than 360 days from the
date of acquisition thereof: (a) readily marketable direct obligations of the government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the government of
the United States, or the Commonwealth of Puerto Rico, of any Participating Member State or of any OECD Country, (b) certificates of deposit, time deposits, eurodollar deposits, bankers’ acceptances or overnight bank deposits with
(i) any commercial bank that is a Lender or a member of the Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause (c) below, is organized under the laws of the United States, any State
thereof or the Commonwealth of Puerto Rico and has combined capital and surplus of at least $250,000,000 or (ii) any commercial bank organized in any Participating Member State or an OECD Country having capital and surplus of not less than
$250,000,000 (or the Dollar Equivalent thereof), (c) commercial paper in an aggregate amount of no more than $50,000,000 per issuer outstanding at any time, issued by any corporation organized under the laws of any State of the United States,
or the Commonwealth of Puerto Rico, of any Participating Member 

  

 Credit Agreement 
  
 3 








 
State or of any OECD Country and rated at least “Prime-1” (or the then equivalent grade) by Moody’s Investors Service, Inc., “A-1”
(or the then equivalent grade) by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or rated an equivalent rating by a nationally or internationally recognized rating agency or (d) Investments, classified in
accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market funds that are registered under the Investment Company Act of 1940, as amended, that are administered by financial institutions that have the highest
rating obtainable from either Moody’s or S&P and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition. 
  
 “Change in Law” means (a) the adoption of any law, rule
or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender
(or, for purposes of Section 2.12(c), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law, but if not having the force of law,
only if compliance with the same is in accordance with general practice of the persons to whom the request, guideline or direction is intended to apply) of any Governmental Authority made or issued after the date of this Agreement. 
  
 “Code” means the Internal Revenue Code of 1986 of the United
States, as amended from time to time. 
  
 “Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans hereunder, expressed as an amount representing the maximum aggregate Dollar amount of such Lender’s Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial amount of each Lender’s Commitment is set forth on Schedule 1, in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment or, in the case of an Assuming Lender, pursuant to an agreement entered into
by such Assuming Lender and the Borrower pursuant to Section 2.06(c), as applicable. The initial aggregate amount of the Lenders’ Commitments is $250,000,000. 
  
 “Commitment Termination Date” means October 21, 2008. 
  
 “Consolidated EBITDA” means, for any period, the sum, for
the Borrower and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP), of the following: (a) net income for such period plus (b) without duplication and to the extent reflected as a
charge in the statement of such net income for such period, the sum of (i) income tax expense, (ii) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees
and charges associated with Indebtedness (including the Loans), (iii) depreciation and amortization expense, (iv) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (v) any extraordinary,
unusual or non-recurring expenses or losses characterized as such on the income statement for such period and any other extraordinary, unusual or non-recurring expenses (including losses on sales of assets outside of the ordinary course of business)
which are, 

  

 Credit Agreement 
  
 4 








 
individually, in excess of $3,000,000 and (vi) any other similar non-cash charges which are, individually, in excess of $3,000,000, and minus
(c) to the extent included in the income statement for such period, the sum of (i) any extraordinary, unusual or non-recurring income or gains characterized as such on the income statement for such period and any other extraordinary,
unusual or non-recurring income or gains (including gains on sales of assets outside of the ordinary course of business) which are, individually, in excess of $3,000,000 and (ii) any items of other non-cash income which are, individually, in
excess of $3,000,000. For the purposes of calculating Consolidated EBITDA for any period, if during such period the Borrower or any of its Subsidiaries shall have made an Acquisition, Consolidated EBITDA for such period shall be calculated after
giving pro forma effect thereto as if such Acquisition occurred on the first day of such period. 
  
 “Consolidated Interest Expense” means, for any period, the sum, for the Borrower and its Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP), of the following: (a) total interest expense with respect to all outstanding Indebtedness (including, without limitation, that attributable to Capital Lease Obligations, but excluding any non-cash
interest accrued on Permitted Subordinated Debt) accrued or capitalized for such period (whether or not actually paid) minus (b) interest income for such period, in each case as set forth in the consolidated statement of income of the
Borrower and its Subsidiaries for such period (including any cash interest on Permitted Subordinated Debt). For the purposes of calculating Consolidated Interest Expense for any period, if during such period the Borrower or any of its Subsidiaries
shall have made an Acquisition financed with any Indebtedness (including assumed Indebtedness), Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Indebtedness has been assumed or
incurred on the first day of such period. 
  
 “Consolidated Net Debt” means, at any date, the Total Funded Indebtedness of the Borrower and its Subsidiaries as of such date minus cash and Cash Equivalents of the Borrower and its Subsidiaries on such date. 

 
 “Consolidated Net Debt to EBITDA Ratio” means, as at any
date, the ratio of (a) Consolidated Net Debt as at such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date. 
  
 “Consolidated Net Worth” means, at any date, the
consolidated stockholders’ equity of the Borrower and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) at such date. 
  
 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
  
 “Default” means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 
  

 Credit Agreement 
  
 5 








 “Derivatives Obligations” means for any Person, all obligations of such Person in
respect of any rate swap transaction, basis swap, forward rate transaction, forward purchase, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or other similar transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions. For purposes of determining the amount of any Derivatives Obligation, the payment obligations of the Borrower or any Subsidiary in respect of such Derivatives Obligation at any time
shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such obligation were terminated at such time. 
  
 “Director” means a director of the Borrower. 
  
 “Disclosed Matters” means the actions, suits and proceedings
disclosed in Schedule II-A, the environmental matters disclosed in Schedule II-B and the intellectual property matters disclosed in Schedule II-C. 
  
 “Dollars” or “$” refers to lawful money of the United States of America. 
  
 “Dollar Equivalent” means, at any time, (a) with
respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis
of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. 
  
 “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with
Section 9.02). 
  
 “EMU” means the Economic
and Monetary Union as contemplated in the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1987, the Maastricht Treaty (which was signed at Maastricht on
February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice Treaty (which was signed on February 26,
2001), each as amended from time to time and as referred to in legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more Participating Member States. 
  
 “EMU Legislation” means the legislative measures of the
European Council (including the European Council regulations) for the introduction of, changeover to or operation of the Euro in one or more Participating Member States. 
  
 “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of
any Hazardous Material or to the effect of the environment on human health. 
  

 Credit Agreement 
  
 6 








 “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
  
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 
  
 “ERISA Affiliate” means any trade or business (whether or
not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code. 
  
 “ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan;
(f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA. 
  
 “Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation. 
  
 “Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
constituting such Borrowing, are bearing interest at a rate determined by reference to the Eurocurrency Rate. 
  
 “Eurocurrency Rate” means, for any Interest Period for any Eurocurrency Loan, the rate per annum equal to the British Bankers Association
LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term 

  

 Credit Agreement 
  
 7 








 
equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest
Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in the approximate amount of the Eurocurrency Loan being made,
continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore
interbank market for such currency at their request at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. 
  
 “Events of Default” has the meaning assigned to such term in Article VII. 
  
 “Excluded Subsidiary” means, at any date, any Subsidiary
which has both total assets as at the end of the most recently completed fiscal year for which financial statements have been furnished pursuant to Section 5.01 and revenues for such fiscal year of less than 5% of the consolidated assets and
consolidated revenues, respectively, of the Borrower and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) as of the end of, or for, such fiscal year. 
  
 “Excluded Taxes” means, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United
States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.16(b)), any
withholding tax that (i) is in effect and would apply to amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or (ii) is attributable to such Foreign Lender’s failure or inability
(other than as a result of a Change in Law after the date such Foreign Lender becomes a party to this Agreement) to comply with Section 2.14(e). 
  
 “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it. 
  
 “Foreign
Lender” means any Lender that is organized under the laws of a jurisdiction other than the Netherlands. 
  
 “Foreign Subsidiary” means any Subsidiary of the Borrower that is organized under the laws of a jurisdiction other than the Republic of
Ireland. 
  

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 “GAAP” means generally accepted accounting principles in the Republic of Ireland.

  
 “Governmental Authority” means the government
of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 
  
 “Guarantee” of or by any Person (the
“guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply
funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guarantor shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument
embodying such Guarantee, unless such primary obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guarantor’s maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good faith. 
  
 “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos
or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. 
  
 “Indebtedness” of any Person means, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property
or services, except trade accounts payable arising in the ordinary course of business, (d) all Capital Lease Obligations of such Person, (e) all non-contingent obligations (and, for purposes of Section 6.01 and the definitions of
Material Indebtedness and Material Financial Obligations, all contingent obligations) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (f) all Indebtedness secured
by a Lien on any asset of such Person, whether or not such Indebtedness is otherwise an obligation of such Person and (g) all Guarantees by such Person of Indebtedness of others. Notwithstanding the foregoing, for the purposes of this
Agreement, Indebtedness shall 

  

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not include up to $100,000,000 aggregate amount of borrowings that are offset by deposits maintained by the Borrower or one of its Subsidiaries with the
lender in respect of such borrowings or one of such lender’s Subsidiaries. 
  
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 
  
 “Interest Coverage Ratio” means, as at any date, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal
quarters ending on or most recently ended prior to such date to (b) Consolidated Interest Expense for such period. 
  
 “Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.

  
 “Interest Payment Date” means (a) with
respect to any ABR Loan, each Quarterly Date and (b) with respect to any Eurocurrency Loan, the last day of each Interest Period therefor and, in the case of any Interest Period for a Eurocurrency Loan of more than three months’ duration,
each day prior to the last day of such Interest Period that occurs at three-month intervals after the first day of such Interest Period. 
  
 “Interest Period” means, for any Eurocurrency Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending
on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as specified in the applicable Borrowing Request or Interest Election Request; provided that (i) if any Interest Period would
end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Loan initially shall be the date on which
such Loan is made and, in the case of a Loan, thereafter shall be the effective date of the most recent conversion or continuation of such Loan, and the date of a Borrowing comprising Loans that have been converted or continued shall be the
effective date of the most recent conversion or continuation of such Loans. 
  
 “Investment” in any Person means any loan or advance to such Person, any purchase or other acquisition of any capital stock, warrants, rights, options, obligations or other securities or all or
substantially all of the assets of such Person, any capital contribution to such Person or any other investment in such Person, including, without limitation, any arrangement pursuant to which the investor incurs Indebtedness of the types referred
to in clauses (f) and (g) of the definition of “Indebtedness” in respect of such Person. 
  
 “Judgment Currency” has the meaning specified in Section 9.14. 
  
 “Lenders” means the Persons listed on Schedule I and any other Person that shall have become a party hereto
pursuant to an instrument executed by such Person pursuant to 

  

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Section 2.06(c) or an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

  
 “Lien” means, with respect to any asset,
(a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset. 
  
 “Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement. 
  
 “Mandatory Cost” means, with respect to any period, the
percentage rate per annum determined in accordance with Schedule IV. 
  
 “Margin Stock” means “margin stock” within the meaning of Regulations T, U and X of the Board. 
  
 “Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the
Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform any of its payment obligations under this Agreement or (c) the rights of or benefits available, taken as a whole, to the Lenders under this
Agreement. 
  
 “Material Financial Obligations”
means a principal or face amount of Indebtedness and/or payment obligations in respect of Derivatives Obligations of the Borrower and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, exceeding in the
aggregate $35,000,000. 
  
 “Material
Indebtedness” means Indebtedness (other than the Loans) of the Borrower and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, exceeding an aggregate principal amount of $25,000,000. 
  
 “Multiemployer Plan” means a multiemployer plan as defined
in Section 4001(a)(3) of ERISA. 
  
 “OECD
Country” means any country that signed the Convention on the Organisation for Economic Co-Operation and Development. 
  
 “Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement. 
  
 “Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal
Funds Rate and (ii) an overnight rate determined by the Administrative Agent, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of
interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount 

  

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approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of
America in the applicable offshore interbank market for such currency to major banks in such interbank market. 
  
 “Parent” means C.R. Bard, Inc., a New Jersey corporation. 
  
 “Participating Member State” means each state so described in any EMU Legislation. 
  
 “PBGC” means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar functions. 
  
 “Permitted Encumbrances” means: 
  
 (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04; 
  
 (b) carriers’, warehousemen’s, landlords’,
mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with
Section 5.04; 
  
 (c) pledges and deposits
made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; 
  
 (d) cash deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary course of business; 
  
 (e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and

  
 (f) easements, zoning restrictions,
rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with
the ordinary conduct of business of the Borrower or any Subsidiary; 
  
 provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness. 
  
 “Permitted Subordinated Debt” means Indebtedness owed by the Borrower or any of its Subsidiaries to the Parent or any of its Subsidiaries
(other than the Borrower or any of its Subsidiaries) that is subordinated, on terms consistent with those set forth on Exhibit C hereto. 
  
 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity. 
  

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 “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject
to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed
to be) an “employer” as defined in Section 3(5) of ERISA. 
  
 “Prime Rate” means the rate of interest per annum publicly announced from time to time by Bank of America as its prime rate in effect at its principal office in New York City; each change in the Prime
Rate shall be effective from and including the date such change is publicly announced as being effective. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired
return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. 
  
 “Quarterly Dates” means the last Business Day of March, June, September and December in each year, the
first of which shall be the first such day after the date hereof. 
  
 “Register” has the meaning set forth in Section 9.04. 
  
 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such
Person’s Affiliates. 
  
 “Required Lenders”
means, at any time, two or more Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time. 
  
 “Revaluation Date” means with respect to any Loan, each of
the following: (a) each date of a Borrowing of a Eurocurrency Loan denominated in an Alternative Currency, (b) each date of a continuation of a Eurocurrency Loan denominated in an Alternative Currency pursuant to Section 2.02,
and (c) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require or the Borrower may request. 
  
 “Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate outstanding principal amount of such
Lender’s Loans at such time. 
  
 “Spot Rate”
for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign
exchange trading office at approximately 11:00 a.m., New York City time, on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate
from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. 
  
 “Statutory Reserve Rate” means, for the Interest Period for
any Eurocurrency Borrowing, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in 

  

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such Interest Period, of the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as
a decimal established by the Board to which any Lender is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to
such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 
  
 “Sterling” and “£” mean the lawful
currency of the United Kingdom. 
  
 “Subsidiary”
means, with respect to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by such Person. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower. 
  
 “TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or,
if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro. 
  
 “Taxes” means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. 
  
 “Total Funded Indebtedness” means, at any date, Indebtedness of the Borrower and its Subsidiaries, to the extent the same should be set forth on a consolidated balance sheet of the Borrower and its
Subsidiaries (excluding items which appear solely in the footnotes thereto) in accordance with GAAP, but excluding Permitted Subordinated Debt. 
  
 “Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans and the use of the
proceeds thereof. 
  
 “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Eurocurrency Rate or the Alternate Base Rate. 
  
 “Withdrawal Liability” means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
  
 SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a
“Eurocurrency Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurocurrency Borrowing”). 
  

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 SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed
to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
  
 SECTION 1.04. Accounting Terms, GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended in accordance herewith in a manner satisfactory to the Borrower and the Required Lenders. 
  
 SECTION 1.05. Exchange Rates; Currency Equivalents. The Administrative Agent shall determine the Spot Rates as of
each Revaluation Date to be used for calculating Dollar Equivalent amounts of Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any
amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the
applicable amount of any currency (other than Dollars) for purposes of this Agreement shall be such Dollar Equivalent amount as so determined by the Administrative Agent. 
  
 SECTION 1.06. Change of Currency. (a) Each obligation of the Borrower to make a payment denominated in the
national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in
relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the 

  

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London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice
with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take
effect, with respect to such Borrowing, at the end of the then current Interest Period. 
  
 (b) Each provision of this Agreement relating to Euro market conventions or practices shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify (and as
approved by the Borrower) to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. 
  
 ARTICLE II 
  
 THE CREDITS 
  
 SECTION 2.01. The Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower from time to
time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Loans. 
  
 SECTION 2.02. Loans and Borrowings. 
  
 (a)
Obligations of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans in Dollars or in one or more Alternative Currencies and of the same Type made by the Lenders ratably in accordance with their respective Commitments.
The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other
Lender’s failure to make Loans as required. 
  
 (b) Type
of Loans. Subject to Section 2.11, each Borrowing shall be constituted entirely of ABR Loans denominated in Dollars or of Eurocurrency Loans denominated in Dollars or any Alternative Currency as the Borrower may request in accordance
herewith. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of
the Borrower to repay such Loan in accordance with the terms of this Agreement and (ii) unless the Borrower requests that an Affiliate (or foreign branch or office) of a Lender make a Loan, a Lender may not recover any amounts under
Section 2.12 or 2.14 incurred solely as a result of an Affiliate (or foreign branch or office) of such Lender, rather than such Lender, making a Loan, if such Loan could have been made in a manner that would have avoided such amounts under
Section 2.12 and 2.14. 
  

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 (c) Minimum Amounts; Limitation on Number of Borrowings. Each Eurocurrency Borrowing shall be in
an amount not less than the Borrowing Minimum or the Borrowing Multiple in excess thereof. Each ABR Borrowing shall be in an aggregate amount equal to $5,000,000 or a larger multiple of $1,000,000; provided that an ABR Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type and denominated in more than one currency may be outstanding at the same time; provided that there shall not at any time be
more than a total of ten Eurocurrency Borrowings outstanding. 
  
 (d) Limitations on Interest Periods. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request (or to elect to convert to or continue as a Eurocurrency Borrowing) any Borrowing if the
Interest Period requested therefor would end after the Commitment Termination Date. 
  
 SECTION 2.03. Requests for Borrowings. 
  
 (a) Notice by the Borrower. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Borrowing denominated in Dollars, not
later than 11:30 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of a Eurocurrency Borrowing denominated in an Alternative Currency, not later than 11:30 a.m., New York City time, four
Business Days before the date of the proposed Borrowing, or (iii) in the case of an ABR Borrowing, not later than 11:30 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. 
  
 (b) Content of Borrowing Requests. Each telephonic and written
Borrowing Request shall specify the following information in compliance with Section 2.02: 
  
 (i) the aggregate amount and currency of the requested Borrowing; 
  
 (ii) the date of such Borrowing, which shall be a Business Day; 
  
 (iii) whether such Borrowing is to be an ABR Borrowing or a
Eurocurrency Borrowing; 
  
 (iv) in the case of a
Eurocurrency Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d); and 
  
 (v) the location and number of the Borrower’s account
to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. 
  
 (c) Notice by the Administrative Agent to the Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 
  


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 (d) Failure to Elect. If no election as to the Type of a Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing and shall be made in Dollars. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the requested Borrowing shall be made instead as an ABR Borrowing. If no
election as to the currency of a Borrowing is specified, then the requested Borrowing shall be made in Dollars. 
  
 SECTION 2.04. Funding of Borrowings. 
  
 (a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds (i) by 12:00 noon, New York City time, in the case of Eurocurrency Loans denominated in Dollars, (ii) by 12:00 noon, London time, in the case of Eurocurrency Loans denominated in an Alternative Currency or (iii) by
2:00 p.m., New York City time, in the case of ABR Loans, in each case, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to
the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request. 
  
 (b) Presumption by the Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Overnight Rate or (ii) in the case of the Borrower, the
interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing and the Administrative Agent shall promptly return to the
Borrower any amount (including interest) so paid by the Borrower to the Administrative Agent pursuant to the immediately preceding sentence, together with any interest on the amount so paid by such Lender for any day not covered by the
Borrower’s payment. 
  
 SECTION 2.05. Interest
Elections. 
  
 (a) Elections by the Borrower for
Borrowings. The Loans constituting each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have the Interest Period specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing (if denominated in Dollars) to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of Eurocurrency Borrowing, may elect the
Interest Period therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably 

  

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among the Lenders holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate Borrowing.

  
 (b) Notice of Elections. To make an election pursuant
to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from
such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by the Borrower. 
  
 (c) Content of Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: 
  
 (i) the Borrowing to which such Interest Election Request
applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and
(iv) of this paragraph shall be specified for each resulting Borrowing); 
  
 (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; 
  
 (iii) whether the resulting Borrowing (if denominated in Dollars) is to be an ABR Borrowing or a Eurocurrency Borrowing; and 

 
 (iv) if the resulting Borrowing is a Eurocurrency
Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d). 
  
 (d) Notice by the Administrative Agent to the Lenders. Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 
  
 (e) Failure to Elect; Events of Default. If the Borrower fails to deliver a timely and complete Interest Election
Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing;
provided, however, that in the case of a failure to timely request a continuation of a Borrowing denominated in an Alternative Currency, such Borrowing shall be continued as a Eurocurrency Borrowing in its original currency with an
Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as such
Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR Borrowing at
the end of the Interest Period 

  

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therefor, and each Eurocurrency Borrowing denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof
and converted to an ABR Borrowing at the end of the Interest Period therefor. 
  
 SECTION 2.06. Termination, Reduction and Increase of the Commitments. 
  
 (a) Scheduled Termination. Unless previously terminated, the Commitments shall terminate on the Commitment Termination Date. 
  
 (b) Voluntary Termination or Reduction. The Borrower may at any time
terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is $2,000,000 or a multiple of $1,000,000 in excess thereof and (ii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the total Revolving Credit Exposures would exceed the total Commitments. The Borrower shall notify the
Administrative Agent of any election to terminate or reduce the Commitments under this paragraph at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof.
Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this paragraph shall be irrevocable; provided that a notice of termination
of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective
Commitments. 
  
 (c) Increase. The Borrower may, at any
time by notice to the Administrative Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) by first offering each Lender an opportunity to increase its Commitment
then in effect and, if the Lenders do not agree to provide the full amount of the proposed Commitment Increase, either by having a Lender increase its Commitment then in effect, it being understood that any such increase shall be in such
Lender’s sole discretion (each an “Increasing Lender”), or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”) in each case with the approval of
the Administrative Agent (which shall not be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by
each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business Day at least three Business Days after delivery of such
notice and 30 days prior to the Commitment Termination Date); provided that: 
  
 (i) the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any
Assuming Lender, as part of any Commitment Increase shall be $10,000,000 or a larger multiple of $1,000,000; 
  

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 (ii) immediately after giving effect to any Commitment Increase, the total Commitments
hereunder shall not exceed $300,000,000; 
  
 (iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and 
  
 (iv) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the relevant
Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). 
  
 Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or
the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 11:00 a.m., New York City time, on such
Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this paragraph (c) have been satisfied and (B) an agreement, in
form and substance reasonably satisfactory to the Borrower and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased and/or each such Assuming
Lender shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed
agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, the Administrative Agent shall record the information contained in each such
agreement in the Register and give prompt notice of the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, in the event Loans are then outstanding,
(i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as
being required in order to cause, after giving effect to such increase and the application of such amounts to make payments to such other relevant Lenders, the Loans to be held ratably by all Lenders in accordance with their respective Commitments,
(ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Loans as of such Commitment Increase Date (with such borrowing to consist of the Type of Loans, with related Interest Periods if applicable, specified in a notice
delivered by the Borrower in accordance with the requirements of Section 2.03) and (iii) the Borrower shall pay to the Lenders the amounts, if any, payable under Section 2.13 as a result of such prepayment. 
  
 SECTION 2.07. Repayment of Loans; Evidence of Debt. 
  
 (a) Repayment. The Borrower hereby unconditionally promises to pay the
Loans to the Administrative Agent for account of the Lenders the outstanding principal amount of the Loans on the Commitment Termination Date. 
  

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 (b) Manner of Payment. Prior to any repayment or prepayment of any Borrowings hereunder, the
Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 11:00 a.m., New York City time, three Business Days before the scheduled
date of such repayment; provided that each repayment of Borrowings denominated in Dollars shall be applied to repay any outstanding ABR Borrowings before any other Borrowings. If the Borrower fails to make a timely selection of the Borrowing
or Borrowings denominated in Dollars to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings, and second, to other Borrowings denominated in Dollars in the order of the remaining duration of their
respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Borrowing shall be applied ratably to the Loans included in such Borrowing. 
  
 (c) Maintenance of Records by Lenders. Each Lender shall maintain in
accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time
hereunder. 
  
 (d) Maintenance of Records by the Administrative
Agent. The Administrative Agent shall maintain records in which it shall record (i) the amount and currency of each Loan made hereunder, the Type thereof and each Interest Period therefor, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for account of the Lenders and each Lender’s share thereof. 

 
 (e) Effect of Entries. The entries made in the records maintained
pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain
such records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 
  
 (f) Promissory Notes. Any Lender may request that Loans made by it be evidenced by a promissory note. In such event,
the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and the Borrower.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein
(or, if such promissory note is a registered note, to such payee and its registered assigns). All promissory notes executed hereunder shall be executed in a jurisdiction other than Ireland. 
  
 SECTION 2.08. Prepayment of Loans. 
  
 (a) Right to Prepay Borrowings. The Borrower shall have the right at
any time and from time to time to prepay any Borrowing in whole or in part in a minimum aggregate principal amount of the Borrowing Minimum, subject to the requirements of this Section and Section 2.13. 
  

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 (b) Notices, Etc. The Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing denominated in Dollars, not later than 11:30 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of a Eurocurrency Borrowing denominated in an Alternative Currency, not later than 11:30 a.m., New York City time, four Business Days before the date of prepayment or (iii) in the case of prepayment of an ABR Borrowing, not later
than 11:30 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10 and shall be made in the manner specified in Section 2.07(b). 
  
 (c) If the Administrative Agent notifies the Borrower at any time that the
Revolving Credit Exposures at such time exceed an amount equal to 105% of the total Commitments then in effect, then, within five Business Days after receipt of such notice, the Borrower shall prepay the Loans in an aggregate amount sufficient to
reduce such Revolving Credit Exposures as of such date of payment to an amount not to exceed 100% of the total Commitments then in effect. 
  
 SECTION 2.09. Fees. 
  
 (a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for account of each Lender a commitment fee, which shall accrue at the
Applicable Rate prior to the termination of such Lender’s Commitment, on the daily unused amount of such Commitment during the period from and including the Effective Date to but excluding the earlier of the date such Commitment terminates and
the Commitment Termination Date. Accrued commitment fees shall be payable on each Quarterly Date and on the earlier of the date the Commitments terminate and the Commitment Termination Date, commencing on the first such date to occur after the date
hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
  
 (b) Administrative Agent Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. 
  
 (c) Payment of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to
the Administrative Agent for distribution, in the case of commitment fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances. 
  

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 SECTION 2.10. Interest. 
  
 (a) ABR Loans. The Loans constituting each ABR Borrowing shall bear interest at a rate per annum equal to the
Alternate Base Rate plus the Applicable Rate. 
  
 (b)
Eurocurrency Loans. The Loans constituting each Eurocurrency Borrowing shall bear interest at a rate per annum equal to in the case of a Eurocurrency Borrowing, the Eurocurrency Rate for the Interest Period for such Borrowing plus the
Applicable Rate. 
  
 (c) Default Interest. Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after
as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate (including the Applicable Rate, if applicable) otherwise applicable to such Loan as provided above or
(ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. 
  
 (d) Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of
Loans, upon the date the Commitments terminate; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Loan prior to the Commitment Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any
Eurocurrency Borrowing prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion. 
  
 (e) Computation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest
computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), or, in the case of interest in respect of Loans
denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the
last day). The applicable Alternate Base Rate or Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 
  
 SECTION 2.11. Alternate Rate of Interest. If prior to the commencement of the Interest Period for any Eurocurrency
Borrowing: 
  
 (a) the Administrative Agent determines (which
determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period; or 
  
 (b) the Administrative Agent is advised by the Required Lenders that the Eurocurrency Rate for such Interest Period will not
adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; 
  

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 then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as
promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of
any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and such Borrowing shall be prepaid, or if such Borrowing is denominated in Dollars, shall be continued as, or converted to, an ABR Borrowing
and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. 
  
 SECTION 2.12. Increased Costs. 
  
 (a) Statutory Reserves. If any Governmental Authority shall have in effect at any time during the term of this Agreement any reserve, liquid asset
or similar requirement with respect to any category of deposits or liabilities customarily used to fund Eurocurrency Loans, or by reference to which interest rates applicable to Eurocurrency Loans are determined, and the result of such requirement
shall be to increase the cost to any Lender of making or maintaining any Eurocurrency Loans and such Lender shall have requested, by notice to the Borrower and the Administrative Agent (which notice shall specify the Statutory Reserve Rate
applicable to such Lender), compensation under this paragraph, then the Borrower will pay to such Lender on each Quarterly Date following delivery of such notice (until the earlier of the date such Lender shall advise the Borrower that such
requirement is no longer in effect or the date such Lender shall withdraw such request) additional interest on each Eurocurrency Loan of such Lender outstanding during the fiscal quarter ending on such Quarterly Date at a rate per annum equal to
(i) the rate otherwise applicable to such Eurocurrency Loan (the “Applicable Interest Rate”) multiplied by the Statutory Reserve Rate over (ii) the Applicable Interest Rate. 
  
 (b) Increased Costs Generally. If any Change in Law shall: 

 
 (i) impose, modify or deem applicable any reserve,
special deposit or similar requirement against assets of, deposits with or for account of, or credit extended by, any Lender; or 
  
 (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such
Lender (except any such reserve requirement covered by paragraph (a) of this Section); 
  
 and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) other than any cost related
to Taxes or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender such additional
amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 
  
 (c) Capital Requirements. If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or 

  

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such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of
such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such
reduction suffered. 
  
 (d) Mandatory Costs. If any Lender
determines that it has incurred any Mandatory Cost, as calculated hereunder, as a result of such Lender complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its
making, funding or maintaining Eurocurrency Loans, then from time to time the Borrower will pay to such Lender such Mandatory Cost. 
  
 (e) Certificates from Lenders. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in paragraph (b), (c) or (d) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof. 
  
 (f) Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender pursuant to this Section for any costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower of the event giving rise to such costs or reductions and of such
Lender’s intention to claim compensation therefor; provided further that, if the event giving rise to such costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period
of retroactive effect thereof. 
  
 SECTION 2.13. Break Funding
Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan
other than on the last day of an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is
permitted to be revocable under Section 2.08(b) and is revoked in accordance herewith), or (d) the assignment as a result of a request by the Borrower pursuant to Section 2.16(b) of any Eurocurrency Loan other than on the last day of
an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss (other than anticipated profits) attributable to such event. In the case of a Eurocurrency Loan, the loss to any Lender attributable to any
such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from
the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted
from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Eurocurrency Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for 

  

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Dollar deposits from other banks in the Eurocurrency market at the commencement of such period. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof. 
  
 SECTION 2.14. Taxes.

  
 (a) Payments Free of Taxes. Any and all payments by or
on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law. 
  
 (b)
Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
  
 (c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within 10
days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect o this
Agreement or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a
Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 
  
 (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent. 
  
 (e)
Foreign Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. Each such Foreign Lender shall 

  

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also deliver to the Borrower (with a copy to the Administrative Agent) such further documentation on or before the date that any documentation previously
delivered to the Borrower hereunder shall expire or become obsolete and after the occurrence of any event requiring a change in such previously delivered documentation. 
  
 (f) Refunds. If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a
refund of or credit in lieu of a refund against any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay over
such refund or credit to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net
of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit); provided that the Borrower, upon the
request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender
in the event the Administrative Agent or such Lender is required to repay such refund or credit to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person or to repay to the Borrower amounts in respect of any indirect tax benefit received by the Administrative Agent or such Lender arising
out of Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower. 
  
 SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. 
  
 (a) Payments by the Borrower. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on the Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m., New York City time, on the date specified
herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on the Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in immediately available funds not later than 2:00 p.m., London time, specified by the Administrative Agent
on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any law
from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent shall distribute any such payments
received by it for account of any other Person to the appropriate recipient promptly, but in no event later than the next succeeding Business Day after receipt thereof. If any payment hereunder shall be due on a day that is not a 

  

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Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. 
  
 (b)
Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied
(i) first, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal then due to such parties. 
  
 (c) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing shall be made from the Lenders, each payment of
fees under Section 2.09 shall be made for account of the Lenders, and each termination or reduction of the amount of the Commitments under Section 2.06 shall be applied to the respective Commitments of the Lenders, pro rata according to
the amounts of their respective Commitments; (ii) each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Loans) or their respective Loans that are to
be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the respective
unpaid principal amounts of the Loans held by them; and (iv) each payment of interest on Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to
the respective Lenders. 
  
 (d) Sharing of Payments by
Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of
the aggregate amount of its Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other
Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 
  

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 (e) Presumptions of Payment. Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative Agent for account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at
the Overnight Rate. 
  
 (f) Certain Deductions by the
Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.15(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
  
 SECTION 2.16. Mitigation Obligations; Replacement of Lenders.

  
 (a) Designation of a Different Lending Office. If any
Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.14, then such Lender shall use
reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
  
 (b) Replacement of Lenders. If any Lender requests compensation under
Section 2.12, if the Borrower is required to pay any Mandatory Costs, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.14, or if any
Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal
to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 

  

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2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

 
 ARTICLE III 
  
 REPRESENTATIONS AND WARRANTIES 
  
 The Borrower represents and warrants to the Lenders that: 
  
 SECTION 3.01. Organization; Powers. Each of the Borrower and its Subsidiaries is duly organized and validly existing
under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in every jurisdiction where such qualification is required, except where the
failure to have such power and authority and to be so qualified could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 
  
 SECTION 3.02. Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and
have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and
(b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
  
 SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate the Memorandum and Articles of Association or other organizational documents of the
Borrower, (c) will not violate any applicable law or applicable regulation or order of any Governmental Authority, except where any such violation could not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries, except where any such violation or default could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect, or give rise to a right thereunder to require any payment to be made by any such Person and (e) will not result in the creation or imposition of any Lien on any asset of
the Borrower or any of its Subsidiaries pursuant to any indenture, agreement or other instrument referred to in clause (d) of this Section. 
  

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 SECTION 3.04. Financial Condition; No Material Adverse Change. 
  
 (a) Financial Condition. The Borrower has heretofore furnished to the
Lenders (i) its consolidated balance sheet and statements of profit and loss account and total recognised gains and losses as of and for the fiscal year ended December 31, 2004, reported on by KPMG LLP, independent public accountants and
(ii) its unaudited interim consolidated balance sheet and statements of profit and loss account and total recognised gains and losses as of and for the fiscal quarter ended on June 30, 2005, certified by a Director of the Borrower. Such
financial statements present fairly, in all material respects, the profits, gains and losses of the Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of
footnotes in the case of the statements referred to in clause (ii) of the first sentence of this paragraph. 
  
 (b) No Material Adverse Change. Since December 31, 2004, there has been no material adverse change in the business, assets, operations or
financial condition of the Borrower and its Subsidiaries, taken as a whole. 
  
 SECTION 3.05. Properties. 
  
 (a) Property Generally. Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, subject only to Liens permitted by Section 6.01
and except where the defects in title or in the validity of any interests in such real or personal property could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 
  
 (b) Intellectual Property. Each of the Borrower and its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, except to the extent the failure to so own or so use could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect (other than the Disclosed Matters). 
  
 (c) Insurance. The Borrower and its Subsidiaries maintains insurance in accordance with Section 5.05(b) of this Agreement. 
  
 SECTION 3.06. Litigation, Environmental and Intellectual Property Matters. 
  
 (a) Actions, Suits and Proceedings. There are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable
possibility of an adverse determination and that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that questions the validity of this Agreement.

  
 (b) Environmental Matters. Except for the Disclosed
Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with
any Environmental Law applicable to it and its properties or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law applicable to it and its properties, (ii) has become subject to any


  

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Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability. 
  
 (c) Intellectual Property
Matters. The use of intellectual property described in Section 3.05(b) by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. 
  
 (d) Disclosed Matters. Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or could reasonably be expected
to result in, a Material Adverse Effect. 
  
 SECTION 3.07.
Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing. 
  
 SECTION 3.08. Investment and Holding Company Status. Neither the
Borrower nor any of its Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935. 
  
 SECTION
3.09. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except
(a) Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in
a Material Adverse Effect. 
  
 SECTION 3.10. ERISA. No
ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The
present value of all accumulated benefit obligations under each Plan (based on assumptions used for the purposes of funding such Plans) did not, as of the date of the Borrower’s most recent audited financial statements, exceed the fair market
value of the assets of such Plan by an amount that could reasonably be expected to result in a Material Adverse Effect if such Plan were involuntarily terminated. 
  
 SECTION 3.11. Disclosure. None of the reports, financial statements, certificates or other written information
furnished by or on behalf of the Borrower to the Lenders in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information
and other projections or estimates or general 

  

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economic information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the
time. 
  
 SECTION 3.12. Use of Credit. Neither the Borrower
nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the
proceeds of any Loan hereunder will be used for any purpose that constitutes a violation of any of the regulations of the Board, including Regulations U and X. 
  

SECTION 3.13. Liens. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 6.01.

  
 SECTION 3.14. Subsidiaries. As of the Effective Date,
the Borrower has no Subsidiaries other than those specifically disclosed in Schedule III, and all of the outstanding equity interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower or
its Subsidiaries in the amounts specified on Schedule III free and clear of all Liens. As of the Effective Date, the Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Schedule III.

  
 ARTICLE IV 
  
 CONDITIONS 
  
 SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which the Administrative Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent (and to the extent specified
below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 9.02): 
  
 (a) Executed Counterparts. From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or
(ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement. 
  
 (b) Opinion of Counsel to the Borrower. Favorable
written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Arthur Cox, special Irish counsel for the Borrower, substantially in the form of Exhibit B-1, and (ii) Simpson Thacher &
Bartlett LLP, special New York counsel for the Borrower, substantially in the form of Exhibit B-2, and each covering such other matters relating to the Borrower, this Agreement or the Transactions as the Administrative Agent shall reasonably request
(and the Borrower hereby instructs such counsels to deliver such opinions to the Lenders and the Administrative Agent). 
  
 (c) Corporate and Other Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization and existence of the Borrower, the authorization of the Transactions and the validity of this Agreement, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent
and its counsel. 
  

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 (d) Director’s Certificate. A certificate, dated the Effective Date and
signed by the President, a Vice President or a Director of the Borrower, confirming compliance with the conditions set forth in clauses (a) and (b) of the first sentence of Section 4.02 (excluding, however, the first parenthetical
clause in such clause (a)). 
  
 The obligation of any Lender to
make its initial Loan hereunder is also subject to the payment by the Borrower of such fees as the Borrower shall have agreed to pay to any Lender or the Administrative Agent in connection herewith, including the reasonable fees and expenses of
Shearman & Sterling LLP, special New York counsel to Bank of America, in connection with the negotiation, preparation, execution and delivery of this Agreement and the Loans hereunder (to the extent that written statements for such fees and
expenses have been delivered to the Borrower on or prior to the Effective Date). 
  
 The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) on or prior to 3:00 p.m., New York City time, on October 21, 2005 (and, in the event such conditions are
not so satisfied or waived, the Commitments shall terminate at such time). 
  
 SECTION 4.02. Each Credit Event. The obligation of each Lender to make any Loan is additionally subject to the satisfaction of the following conditions: 
  
 (a) the representations and warranties of the Borrower set
forth in this Agreement (other than Sections 3.04(b) and 3.06) shall be true and correct on and as of the date of such Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific
date); and 
  
 (b) at the time of and immediately
after giving effect to such Loan, no Default shall have occurred and be continuing. 
  
 Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. 
  
 ARTICLE V 
  
 AFFIRMATIVE COVENANTS 
  
 Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full, the Borrower covenants and agrees with the Lenders that: 
  
 SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish, or cause to be furnished, to the Administrative Agent (and upon furnishing thereof the Administrative Agent will promptly make available to each of
the Lenders): 
  
 (a) within 120 days after the
end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of profit and loss account and 

  

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total recognized gains and losses of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied; 
  
 (b) within 75 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of profit and loss account and total recognized gains and losses of the
Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the related consolidated statement of income for such fiscal quarter and the related consolidated statements of profit and loss account and total recognized gains and
losses for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all
certified by a Director of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes; 
  
 (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Director of the Borrower (i) certifying as to whether a Default has occurred and is
continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with
Sections 6.09 and (iii) a statement that the Borrower has not transferred any material operating assets owned directly by the Borrower on the date hereof to any of its Subsidiaries; 
  
 (d) concurrently with any delivery of financial statements under clause (a) of this Section, a
certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default in respect of Section 6.09 (which
certificate may be limited to the extent required by accounting rules or guidelines); and 
  
 (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of
the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent (at the request of any Lender) may reasonably request. 
  
 Information delivered pursuant to this Section may also be delivered by electronic communication pursuant to procedures approved by the
Administrative Agent and the Borrower pursuant to Section 9.01(b). 
  

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 SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent
and each Lender prompt written notice of the following: 
  
 (a) the occurrence of any Default; 
  
 (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if there is a reasonable
possibility of an adverse determination, could reasonably be expected to result in a Material Adverse Effect; 
  
 (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $35,000,000; and 
  
 (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 
  
 Each notice delivered under this Section shall be accompanied by a statement of a Director
or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 
  
 SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or
cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence and (ii) its rights, licenses, permits, contracts, privileges and franchises except to the extent that failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.02.

  
 SECTION 5.04. Payment of Obligations. The Borrower
will, and will cause each of its Subsidiaries to, pay its obligations (other than Indebtedness), including tax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. 
  
 SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain its
property in good working order and condition, ordinary wear and tear excepted, except where failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, with
financially sound and reputable insurance companies, insurance in such amounts and against such risks as, to the Borrower’s knowledge, are customarily maintained by companies engaged in the same or similar businesses operating in the same or
similar locations; provided that the Borrower may self-insure against risks in amounts and in a manner, in the Borrower’s judgment, that is prudent and consistent with current market practices for such 

  

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insurance coverage of companies engaged in the same or similar businesses operating in the same or similar locations. 
  
 SECTION 5.06. Books and Records; Inspection Rights. The Borrower will,
and will cause each of its Subsidiaries to, keep proper books of record and account in conformity with GAAP (or in the case of a Foreign Subsidiary, in conformity with generally accepted accounting principles in the jurisdiction of organization of
such Foreign Subsidiary). The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice from any Lender which shall be given through and
coordinated by the Administrative Agent, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such
reasonable times but not to exceed one time in any fiscal year (provided that such limitation shall not apply at any time a Default has occurred or is continuing). 
  
 SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all
laws, rules, regulations and orders (including Environmental Laws) of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect. 
  
 SECTION 5.08. Use of Proceeds.
The proceeds of the Loans will be used only for the general corporate purposes (including in relation to the American Jobs Creation Act) of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that constitutes a violation of any of the regulations of the Board, including Regulations U and X. 
  
 ARTICLE VI 
  
 NEGATIVE COVENANTS 
  
 Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

  
 SECTION 6.01. Liens. The Borrower will not, nor will it
permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: 
  
 (a) Permitted Encumbrances; 
  
 (b) any Lien existing on the date hereof securing Indebtedness outstanding on the date hereof in an aggregate principal amount not
exceeding $15,000,000; 
  
 (c) any Lien existing
on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; 
  

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 (d) any Lien on any fixed or capital asset securing Indebtedness incurred or assumed for
the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; 
  
 (e) any Lien on any asset of any Person existing at the time
such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; 
  
 (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of
such acquisition; 
  
 (g) any Lien arising out of
the refinancing, extension, renewal or refunding of any Indebtedness or other obligations secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such refinancing, extension, renewal or refunding of any
such Indebtedness or other obligations does not increase the outstanding principal amount thereof and is not secured by additional assets; 
  
 (h) Liens arising in the ordinary course of its business which (i) do not secure Indebtedness or Derivatives Obligations,
(ii) do not secure obligations in an aggregate amount exceeding $20,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;

  
 (i) Liens on cash and cash equivalents
securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens shall not exceed $20,000,000 at any time; 
  
 (j) Liens not otherwise permitted by the foregoing clauses of this Section which secure Indebtedness and
other obligations in an aggregate principal or face amount not to exceed at any time the greater of (i) $50,000,000 and (ii) 15% of Consolidated Net Worth (determined as of the end of the most recent fiscal period for which financial
statements have been furnished pursuant to Section 5.01); and 
  
 (k) Liens arising by operation of law pursuant to Section 107(1) of the federal Comprehensive Environmental Response, Compensation and Liability Act or a similar state law which do not secure any single
obligation in an amount exceeding $10,000,000. 
  
 SECTION 6.02.
Fundamental Changes. The Borrower will not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, transfer or
otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the property of the Borrower and its Subsidiaries taken as a whole, unless (a) either (i) the Borrower is the surviving or continuing
corporation in any such transaction or (ii) the surviving or continuing corporation in any such merger or consolidation (if other than the Borrower) or the Person which acquires all or substantially all of such assets shall be a corporation
organized and existing under the laws of the Republic of Ireland (the “Successor Corporation”) and shall expressly assume, by amendment to this Agreement executed by the Borrower, the Successor Corporation and the Administrative
Agent, the due and punctual payment of the principal of and interest on the Loans 

  

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and all other amounts payable hereunder and the payment and performance of every covenant hereof on the part of the Borrower to be performed or observed
hereunder and (b) immediately after such transaction, no Default shall have occurred and be continuing; provided that nothing in this Section shall limit any sale, lease, transfer or other disposition of assets of any Subsidiary to the
Borrower or another Subsidiary. 
  
 SECTION 6.03. Transactions
with Affiliates. The Borrower will not, nor will it permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any
other transactions with, any of its Affiliates, except (a) transactions at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third
parties, (b) transactions between or among the Borrower and its Subsidiaries not involving any other Affiliate and (c) transactions otherwise permitted under the terms of this Agreement among the Parent and its Subsidiaries in the ordinary
course of business and consistent with past practice. 
  
 SECTION
6.04. Indebtedness. The Borrower will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, except: 
  
 (a) Indebtedness existing on the date hereof, and any
Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, any such Indebtedness; provided that the terms of any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of
any instrument issued in connection therewith, are otherwise permitted by this Agreement; provided further that the principal amount of such Indebtedness shall not be increased above the principal amount thereof outstanding immediately
prior to such extension, refunding or refinancing (other than to pay costs related to such extension, refunding or refinancing), and the direct and contingent obligors therefor shall not be changed (except as permitted by Section 6.04(h)), as a
result of or in connection with such extension, refunding or refinancing, 
  
 (b) Indebtedness under this Agreement, 
  
 (c) Indebtedness owed to the Borrower or a Subsidiary of the Borrower, 
  
 (d) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of
Section 6.05, which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower and the direct and
contingent obligors therefor shall not include the Borrower or any other existing Subsidiary of the Borrower), 
  
 (e) Indebtedness incurred in connection with an Acquisition permitted under the provisions of Section 6.05 incurred to evidence
contingent payment obligations based on profits, earnings or a similar measurement in respect of the assets acquired, 
  
 (f) Capital Lease Obligations and other Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of
acquiring any fixed or capital asset, 

  

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provided that such Indebtedness is incurred or assumed concurrently with or within 180 days after the acquisition thereof, 
  
 (g) Permitted Subordinated Debt, provided that the
aggregate principal amount of Permitted Subordinated Debt incurred by the Subsidiaries of the Borrower does not exceed at the time such Permitted Subordinated Debt is incurred 20% of Consolidated Net Worth (determined as of the end of the most
recent fiscal period for which financial statements have been furnished pursuant to Section 5.01), and 
  
 (h) other Indebtedness not to exceed $50,000,000 at any time outstanding. 
  
 SECTION 6.05. Acquisitions. The Borrower will not make, or permit any of its Subsidiaries to make, any Acquisition of
any Person unless, after giving effect thereto, the Borrower would be in pro forma compliance with Section 6.09 as of the most recent fiscal quarter ended for which financial statements have been delivered. 
  
 SECTION 6.06. Investments; Loans to Third Parties. The Borrower will
not make, or permit any of its Subsidiaries to make, any (a) Investment in joint ventures and minority investments in third parties in an aggregate amount in excess of $50,000,000 at any time outstanding or (b) loans to third parties in an
aggregate amount in excess of $25,000,000 at any time outstanding. 
  
 SECTION 6.07. Dividends. The Borrower will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the
Borrower, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so) any shares of any class of capital stock of the Borrower or any warrants, rights or options to acquire any such shares, now or hereafter
outstanding, except that, the Borrower may: 
  
 (a) declare and make any dividend payment or other distribution payable in common stock of the Borrower, 
  
 (b) purchase, redeem or otherwise acquire shares of its common stock or warrants, rights or options to acquire any such shares with the
proceeds received from the substantially concurrent issue of new shares of its common stock, 
  
 (c) declare or pay cash dividends in relation to the American Jobs Creation Act to the Parent on or before December 31, 2005, and

  
 (d) declare or pay cash dividends to its
stockholders and purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash in an amount not to exceed $25,000,000 per calendar year; 
  
 provided, notwithstanding the foregoing, any Subsidiary of the Borrower may declare or
pay cash dividends to the Borrower or any other Subsidiary of the Borrower. 
  
 SECTION 6.08. Change in Nature of Business. The Borrower will not engage in any material line of business substantially different from those lines of business conducted by the 

  

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Borrower and its Subsidiaries on the date hereof or any business reasonably related, complementary or ancillary thereto. 
  
 SECTION 6.09. Certain Financial Covenants. 
  
 (a) Interest Coverage Ratio. The Borrower will not permit the Interest
Coverage Ratio to be less than 4.00 to 1 as at the last day of any fiscal quarter ending after the Effective Date. 
  
 (b) Consolidated Net Debt to EBITDA Ratio. The Borrower will not permit the Consolidated Net Debt to EBITDA Ratio to exceed 2.50 to 1 as at the
last day of any fiscal quarter ending after the Effective Date. 
  
 ARTICLE VII 
  
 EVENTS OF DEFAULT 
  
 If any of the following events (“Events of Default”) shall
occur: 
  
 (a) the Borrower shall fail to pay any
principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 
  
 (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an
amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three or more Business Days; 
  
 (c) any representation or warranty made or deemed made by
the Borrower in this Agreement or any amendment or modification hereof, or in any certificate furnished pursuant to this Agreement or any amendment or modification hereof, shall prove to have been incorrect in any material respect when made or
deemed made; 
  
 (d) the Borrower shall fail to
observe or perform any covenant, condition or agreement contained in Section 5.02(a) (but only to the extent relating to the occurrence of a Default under Section 5.03 (with respect to the Borrower’s existence), Section 5.08 or
Article VI), Section 5.03 (with respect to the Borrower’s existence), Section 5.08 or Article VI; 
  
 (e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those
specified in clause (a), (b) or (d) of this Article) and such failure shall continue unremedied for a period of 30 or more days after notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower;

  

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 (f) the Borrower or any of its Subsidiaries shall fail to make any payment (whether of
principal or interest and regardless of amount) in respect of Material Financial Obligations, when and as the same shall become due and payable; 
  
 (g) any event or condition occurs which results in the acceleration of the maturity of Material Indebtedness; 
  
 (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any of its Subsidiaries (other than any Excluded Subsidiary, except for affected Excluded Subsidiaries which, in the
aggregate, have total assets as at the end of the most recently completed fiscal year or revenues for such fiscal year of more than 10% of the consolidated assets or consolidated revenues, respectively, of the Borrower and its Subsidiaries
(determined on a consolidated basis without duplication in accordance with GAAP) as of the end of, or for, such fiscal year) or its debts, or of a substantial part of its assets, under any U.S. Federal, U.S. state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any such Subsidiaries or for a substantial part of its assets,
and, in any such case, such proceeding or petition shall continue undismissed for a period of 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered; 
  
 (i) the Borrower or any of its Subsidiaries (other than any
Subsidiary excluded by the parenthetical clause in clause (h) of this Article) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any U.S. Federal, U.S. state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this
Article, apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any such Subsidiaries or for a substantial part of its assets, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; 
  
 (j) the Borrower or any of its Subsidiaries (other than any
Subsidiary excluded by the parenthetical clause in clause (h) of this Article) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; 
  
 (k) one or more judgments for the payment of money in an
aggregate amount in excess of $35,000,000 shall be rendered against the Borrower or any of its Subsidiaries or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be
effectively stayed; 
  
 (l) an ERISA Event shall
have occurred since the date of the Plan’s last certified annual financial statements that, when taken together with all other ERISA 

  

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Events that have occurred since such date, could reasonably be expected to result in a Material Adverse Effect; or 
  
 (m) any person or group of persons (within the meaning of
Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 33-1/3% or more of the
outstanding shares of common stock of the Parent; or, during any period of 15 consecutive calendar months, individuals who were directors of the Parent on the first day of such period or directors of the Parent who were not directors on the first
day of such period, if in each case, such director’s nomination for election to the board of directors of the Parent is recommended by at least a majority of the directors of the Parent on the first day of such period, shall cease to constitute
a majority of the board of directors of the Parent; or 
  
 (n) the Parent shall for any reason cease to maintain, directly or indirectly, legal and beneficial ownership of 100% of the equity interests of the Borrower; 
  
 then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article),
and at any time thereafter during the continuance of such event, the Administrative Agent shall, at the request of the Required Lenders, by notice to the Borrower, take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall
become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of
this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. 
  
 ARTICLE VIII 
  
 THE ADMINISTRATIVE AGENT 
  
 Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. 
  
 The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept 

  

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deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not
the Administrative Agent hereunder. 
  
 The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby
that the Administrative Agent is required to exercise in writing by the Required Lenders or all the Lenders, as applicable, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or all the Lenders, as applicable, or in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
  
 The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
  
 The Administrative Agent may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related
Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 
  

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 The Administrative Agent may resign at any time by notifying the Lenders and the Borrower. In addition,
the Required Lenders may remove the Administrative Agent at any time, upon 30 days notice to the Administrative Agent. Upon any such resignation or removal, the Required Lenders shall have the right, with the prior written consent of the Borrower
(which consent shall not be unreasonably withheld and shall not be required if an Event of Default exists), to appoint a successor administrative agent from among the Lenders. If no successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or is removed, then the retiring Administrative Agent’s resignation or removal shall nonetheless become effective and
(1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided
to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired or removed) Administrative Agent and the retiring or
removed Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.03 shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. 
  
 Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder
or thereunder. 
  
 Anything herein to the contrary
notwithstanding, the Joint Lead Arrangers and Joint Bookrunners, the Syndication Agent and the Documentation Agents listed on the cover page hereof shall not have any duties or responsibilities under this Agreement, except in their capacity, if any,
as Lenders hereunder. 
  

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 ARTICLE IX 
  
 MISCELLANEOUS 
  
 SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: 
  
 (i) (A) Arthur Cox Building, Earlsfort Terrace, Dublin 2,
Ireland, Attention of W. Neil Lovett (Telecopy No: 011-44-1293-552206; Telephone No.: 011-44-1293-527888), with a copy to Todd Schermerhorn (Telecopy No. (908) 277-8078; Telephone No. (908) 277-8139) 
  
 and with a copy to: 
  
 (B) Weverstedehof 10, 3430 BD Nieuwegein, The Netherlands,
Attention of Johannes Grent (Telecopy No.: 31 (30) 60 22 443; Telephone No.: 31 (30) 60 00 570); 
  
 (ii) if to the Administrative Agent, to it at its address (or telecopy number) set forth in Schedule V; and 
  
 (iii) if to a Lender, to it at its address (or telecopy
number) set forth in its Administrative Questionnaire. 
  
 Any party hereto may
change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (or, in the case of any such change by a Lender, by notice to the Borrower and the Administrative Agent). All notices and
other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. 
  
 (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved
by the Administrative Agent and the Borrower; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular
notices or communications. 
  
 SECTION 9.02. Waivers;
Amendments. 
  
 (a) No Deemed Waivers; Remedies
Cumulative. No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed
as a 

  

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waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. 

 
 (b) Amendments. Neither this Agreement nor any provision hereof may
be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders (except as
otherwise provided in Section 6.02); provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change paragraph (c) or (d) of
Section 2.15 without the consent of each Lender affected thereby, or (v) change any of the provisions of this Section or the percentage in the definition of the term “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. 
  
 SECTION 9.03. Expenses; Indemnity; Damage Waiver. 
  
 (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and
administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the fees, charges and disbursements of no more than one counsel for the Administrative Agent, and one counsel for the Lenders (unless representation of any Lender by such counsel would be inappropriate
due to actual or potential conflicts of interest between such Lender and any other Lender(s), in which case such Lender shall have the right to employ separate counsel, at the Borrower’s expense), in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including in connection with any workout, restructuring or negotiations in respect thereof.

  
 (b) Indemnification by the Borrower. The Borrower shall
indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the 

  

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consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or
(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee. 
  
 (c) Reimbursement by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. 
  
 (d) Waiver of Consequential Damages, Etc. To the extent permitted by
applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. 
  
 (e) Payments. All amounts due under this Section shall be payable promptly after written demand therefor. 

 
 SECTION 9.04. Successors and Assigns. 
  
 (a) Assignments Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under
or by reason of this Agreement. 
  

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 (b) Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such
consent not to be unreasonably withheld) of: 
  
 (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (unless such assignment is to an assignee that would require the Borrower to
become subject to withholding tax liabilities or increased costs as contemplated by Sections 2.12 and 2.14)) or, if an Event of Default under clause (a) or (b) of Article VII (with respect to principal, interest or fees payable hereunder
only) or an Event of Default with respect to the Borrower under clause (h) or (i) of Article VII has occurred and is continuing, any other assignee; and 
  
 (B) the Administrative Agent; 
  
 provided, the withholding of consent by the Borrower shall be deemed not to be unreasonable if such assignment is to an assignee that
would require the Borrower to become subject to withholding tax liabilities or increased costs as contemplated by Sections 2.12 and 2.14. 
  
 (ii) Assignments shall be subject to the following additional conditions: 
  
 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of
Default under clause (a) or (b) of Article VII (with respect to principal, interest or fees payable hereunder only) or an Event of Default with respect to the Borrower under clause (h) or (i) of Article VII has occurred and is
continuing; 
  
 (B) each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; 
  
 (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of as set forth on Schedule VI from the assignor or assignee; and 
  
 (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
  
 (iii) Subject to acceptance and recording thereof pursuant to paragraph
(b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03).
Any assignment or transfer 

  

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by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. 
  
 (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
  
 (v) Upon its receipt of a duly completed Assignment and Assumption executed
by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 
  
 (c) Participations. (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more
banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.15(d) as though it were a
Lender. 
  
 (ii) A Participant shall not be entitled to receive
any greater payment under Section 2.12 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant 

  

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is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender. 
  
 (d) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of
a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
  
 (e) No Assignments to the Borrower or Affiliates. Anything in this
Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its Affiliates or Subsidiaries without the prior consent of each Lender. 
  
 SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution
and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default
or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof. 
  
 SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable
to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear
the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this
Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 
  

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 SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
  
 SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing under clause (a) or (b) of Article VII, each
Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at
any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower then due and payable under this Agreement held by such Lender. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 
  
 SECTION 9.09. Governing Law; Jurisdiction; Etc. 
  
 (a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York. 
  
 (b) Submission to Jurisdiction. The Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction. 
  
 (c) Waiver of Venue. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
  
 (d) Service of Process. The Borrower irrevocably consents to service of process in the manner provided for notices in
Section 9.01(a). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
  

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 SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
  
 SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
  
 SECTION 9.12. Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or
(h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other
than the Parent, the Borrower or any of their respective Subsidiaries; provided that should disclosure of any such confidential information be required or necessary by virtue of clause (c) of this sentence, to the extent permitted by
law, any relevant Lender shall promptly notify the Borrower of same so as to allow the Borrower to seek a protective order or to take any other appropriate action; provided, further, that no Lender shall be required to delay compliance
with any request by any regulatory authority to disclose any such information so as to allow the Borrower to effect any such action. For the purposes of this Section, “Information” means all information received from the Borrower
relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its
own confidential information. 
  

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 SECTION 9.13. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender to identify the Borrower in accordance with said Act. 
  
 SECTION 9.14. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder in one
currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the Administrative Agent could purchase the first currency with such other currency on the
Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder shall, notwithstanding any judgment in a currency (the
“Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business
Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the
amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the
Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).  
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective
authorized officers as of the day and year first above written. 
  

					
	 BARD SHANNON LIMITED

		
	 By    
	 	 
	 	 	 Name:

	 	 	 Title:
	 	 
		
	 By    
	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

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	 LENDERS

	
	 BANK OF AMERICA, N.A.,
individually and as Administrative Agent

		
	By	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 Vice President

	
	 JPMORGAN CHASE BANK, N.A.

		
	By	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
	
	 BARCLAYS BANK PLC

		
	By	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
	
	 HSBC BANK USA, NATIONAL ASSOCIATION

		
	By	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
	
	 WACHOVIA BANK, NATIONAL ASSOCIATION

		
	By	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
	
	 SUNTRUST BANK

		
	By	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

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	 PNC BANK, N.A.

		
	By	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
	
	 KEYBANK NATIONAL ASSOCIATION

		
	By	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
	
	 ROYAL BANK OF SCOTLAND PLC

		
	By	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
	
	THE BANK OF TOKYO MITSUBISHI TRUST COMPANY
		
	By	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

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