MULTICURRENCY REVOLVING FACILITY AGREEMENT Dated 2nd June 2006 for WOLSELEY PLC arranged by BANK OF AMERICA, N.A. BARCLAYS CAPITAL BAYERISCHE LANDESBANK, LONDON BRANCH BNP PARIBAS CALYON CITIGROUP GLOBAL MARKETS LIMITED LLOYDS TSB BANK PLC THE ROYAL...

Dated

2nd June 2006

Ref: SF01
Burges Salmon LLP
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Clause

Page

1

DEFINITIONS AND INTERPRETATION

1

2

THE FACILITY

15

3

PURPOSE

16

4

CONDITIONS OF UTILISATION

16

5

UTILISATION

18

6

OPTIONAL CURRENCIES

19

7

REPAYMENT

21

8

PREPAYMENT AND CANCELLATION

21

9

INTEREST

24

10

INTEREST PERIODS

24

11

CHANGES TO THE CALCULATION OF INTEREST

25

12

FEES

26

13

TAX GROSS UP

28

14

INCREASED COSTS

31

15

OTHER INDEMNITIES

32

16

MITIGATION BY THE BANKS

33

17

COSTS AND EXPENSES

34

18

GUARANTEE AND INDEMNITY

35

19

REPRESENTATIONS                                                                                                                   

38

20

INFORMATION UNDERTAKINGS

43

21

FINANCIAL COVENANT

46

22

GENERAL UNDERTAKINGS

47

23

EVENTS OF DEFAULT

51

24

CHANGES TO THE BANKS

56

25

CHANGES TO THE OBLIGORS                                                                                                 

59

26

ROLE OF THE AGENT AND THE ARRANGERS

62

27

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

67

28

SHARING AMONG THE FINANCE PARTIES

67

29

PAYMENT MECHANICS

69

30

SET-OFF

72

31

NOTICES

72

32

CALCULATIONS AND CERTIFICATES

73

33

PARTIAL INVALIDITY

74

34

REMEDIES AND WAIVERS

74

35

AMENDMENTS AND WAIVERS

74

36

COUNTERPARTS

75

37

GOVERNING LAW

76

38

ENFORCEMENT

76

Schedule 1 - The Original Parties

77

Part I - The Original Borrowers

77

Part II - The Original Banks

78

Schedule 2 - Conditions Precedent

80

Part I - Conditions Precedent to Initial Utilisation

80

Part II - Conditions precedent required to be delivered by an Additional Obligor

82

Schedule 3 - Utilisation Request

83

Schedule 4 - Mandatory Cost Formulae

84

Schedule 5 - Form of Transfer Certificate

87

Schedule 6 - Form of Accession Letter

89

Schedule 7 - Form of Compliance Certificate

90

Schedule 8 – Timetables

91

Schedule 9 - Form of Resignation Letter

92

Schedule 10 - The Existing Facilities

93

Schedule 11 - Existing Indebtedness

94

(1)

WOLSELEY PLC (incorporated in England and Wales under registered number 00029846) (the “Company”);

(2)

THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 as original borrowers (together with the Company the “Original Borrowers”);

(3)

THE COMPANY as guarantor (the “Original Guarantor”);

(4)

BANK OF AMERICA, N.A., BARCLAYS CAPITAL, BAYERISCHE LANDESBANK, LONDON BRANCH, BNP PARIBAS, CALYON, CITIGROUP GLOBAL MARKETS LIMITED, LLOYDS TSB BANK PLC, THE ROYAL BANK OF SCOTLAND PLC, and WACHOVIA BANK, NATIONAL ASSOCIATION as mandated lead arrangers (each an “Arranger” and together the “Arrangers”);

(5)

THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as Banks (the “Original Banks”); and

(6)

THE ROYAL BANK OF SCOTLAND PLC as agent of the Banks (the “Agent”).

(a)

the Base Currency Amount of its participation in any outstanding Loans; and

(b)

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date,

(a)

any Original Bank; and

(b)

any bank or financial institution which has become a Party in accordance with Clause 2.3 (Increase in Facility) or Clause 24 (Changes to the Banks),

(a)

the interest (excluding Margin and Mandatory Costs (if any)) which a Bank should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

(c)

the amount which that Bank would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

(a)

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or

(d)

(in relation to any date for payment or purchase of euro) any TARGET Day.

(a)

in relation to an Original Bank, the amount in the Base Currency set opposite its name under the heading “Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and

(e)

in relation to any other Bank, the amount in the Base Currency of any Commitment transferred to it under this Agreement,

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(f)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents.

(a)

the applicable Screen Rate; or

(g)

(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the European interbank market,

(a)

moneys borrowed and debit balances at banks;

(h)

any debenture, bond, note, loan stock or other security;

(i)

any acceptance or documentary credit being acceptances or documentary credits in respect of finance obligations but excluding acceptance or documentary credits in respect of trade performance obligations;

(j)

receivables sold or discounted (otherwise than on a non-recourse basis);

(k)

the acquisition cost of any assets to the extent payable before or after the time of acquisition or possession by the party liable where the advance or deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;

(l)

finance leases and hire purchase agreements (whether in respect of land, machinery, equipment or otherwise) which would be shown as financial indebtedness in a balance sheet in accordance with GAAP;

(m)

interest swap, cap or collar arrangements (and the amount of such indebtedness shall be the ▇▇▇▇-to-market valuation of such transaction at the relevant time);

(n)

currency swap, cap or collar arrangements (and the amount of such indebtedness shall be the ▇▇▇▇-to-market valuation of such transaction at the relevant time);

(o)

amounts raised under any other transaction having the commercial effect of a borrowing or raising of money (but excluding operating leases entered into in the ordinary course of business); or

(p)

any guarantee, indemnity or similar assurance against financial loss of any person in respect of indebtedness of a type referred to in (a) to (i) above,

(a)

the applicable Screen Rate; or

(r)

(if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

(a)

until the Total Commitments have been reduced to zero, a Bank or Banks whose Commitments aggregate more than 66²/₃% of the Total Commitments (or, if the Total Commitments have been reduced to zero and there are no Loans then outstanding, aggregated more than 66²/₃% of the Total Commitments immediately prior to the reduction); or

(s)

at any other time, a Bank or Banks whose participations in the Loans then outstanding aggregate more than 66²/₃% of all the Loans then outstanding.

(a)

the ability of the Obligors (taken together) to perform their obligations under the Finance Documents; or

(t)

the validity or enforceability of any material provision of the Finance Documents; or

(u)

for the purposes of Clause 19 (Representations) only, the business operations, affairs, financial condition, assets or properties of the Group taken as a whole.

(a)

subject to the proviso below, the Agreed Material Subsidiaries; and

(v)

(i)

any Subsidiary the net assets of which represents at least 10% of the aggregate of the net assets of each member of the Group; and

(ii)

any Subsidiary whose EBIT represents 10 per cent. or more of the EBIT of the Group,

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(w)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(x)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

(a)

is established or maintained outside the United States of America by an Obligor or any Subsidiary primarily for the benefit of employees of such Obligor or one or more Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment; and

(y)

is not subject to ERISA or the Code.

(a)

the audited consolidated financial statements of the Group for the financial year ended 31 July 2005 and including the reconciliation statement dated 22 November 2005 delivered to the Agent pursuant to paragraph 3(e) of Schedule 2 Part 1(Conditions Precedent to Initial Utilisation); and

(z)

for the purposes of paragraph (b) of Clause 20.3 (Requirements as to financial statements) only, the audited consolidated financial statements of the Group for the financial year ended 31 July 2006 from the time when those have been delivered to the Agent provided that the Agent is satisfied that the accounting practices and financial reference periods applied to such audited consolidated financial statements are consistent with those applied in the preparation of the reconciliation statement referred to in paragraph (a).

(a)

the aggregate unpaid principal amount of Financial Indebtedness of the Company and its Subsidiaries secured by Security permitted pursuant to Clause 22.5 (Negative Pledge) at such time; and

(b)

the aggregate unpaid principal amount of unsecured Financial Indebtedness of all Subsidiaries (other than the Company) at such time other than unsecured Financial Indebtedness:

(i)

of any person outstanding at the time such person is acquired and becomes a Subsidiary after the date of this Agreement, provided such Financial Indebtedness was not incurred in contemplation of such acquisition (and any replacement or extension of such Financial Indebtedness provided that the principal amount thereof (on the date such person became a Subsidiary) is not increased);

(ii)

outstanding on the date of this Agreement and specified in Schedule 11 (and any replacement or extension of such Financial Indebtedness provided that the principal amount thereof (at the time of such replacement or extension) is not increased);

(iii)

incurred by any Subsidiary that is a special purpose finance company to the extent that the proceeds of such Financial Indebtedness are either directly or via one or more non-trading vehicles on-lent to a Guarantor (and which Subsidiary does not own any assets other than those consistent with its special purpose finance nature);

(iv)

incurred by a Subsidiary and used solely for the purpose of financing the acquisition of additional assets;

(v)

of a Subsidiary owed to the Company or any other Subsidiary;

(vi)

raised to fund Construction Loan Receivables;

(vii)

of any Subsidiary which is a Guarantor, so long as the guarantee of such Subsidiary under this Agreement shall be in full force and effect and neither such Subsidiary nor any person acting on its behalf shall have contested in any manner the validity, binding nature or enforceability of such guarantee; and

(viii)

of the type described in paragraphs (g) and (h) of the definition of Financial Indebtedness.

(a)

(if the currency is sterling) the first day of that period;

(c)

(if the currency is euro) two TARGET Days before the first day of that period; or

(d)

(for any other currency) two Business Days before the first day of that period,

(a)

made or to be made on the same day that a maturing Loan is due to be repaid;

(e)

the aggregate amount of which is equal to or less than the maturing Loan;

(f)

in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)); and

(g)

made or to be made to the same Borrower for the purpose of refinancing a maturing Loan.

(a)

in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period; and

(h)

in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period,

(a)

the proposed Transfer Date specified in the Transfer Certificate; and

(i)

the date on which the Agent executes the Transfer Certificate.

1.2

Construction

(a)

Unless a contrary indication appears, any reference in this Agreement to:

(i)

the “Agent”, any “Arranger”, any “Finance Party”, any “Bank”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)

“assets” includes present and future properties, revenues and rights of every description;

(iii)

“Barclays Capital” is a reference to Barclays Capital, the investment banking division of Barclays Bank PLC;

(iv)

the “European interbank market” means the interbank market for euro operating in Participating Member States;

(v)

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;

(vi)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vii)

a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(viii)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(ix)

a provision of law is a reference to that provision as amended or re-enacted; and

(x)

unless a contrary indication appears a time of day is a reference to London time.

(b)

Section, Clause and Schedule headings are for ease of reference only.

(c)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)

A Default (or an Event of Default) is “continuing” if it has not been remedied or waived.

1.3

Third Party Rights

2

THE FACILITY

2.1

The Facility

2.2

Finance Parties’ rights and obligations

(a)

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c)

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.3

Increase in Facility

(a)

So long as no Event of Default has occurred and is continuing, the Company may, upon at least 5 days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Bank), propose to increase the Total Commitments by an additional amount not to exceed €500,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Company and the Agent to increase its Commitment by a principal amount equal to its pro rata share of the Additional Commitment Amount. No Bank (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the other Finance Documents, and any decision by a Bank to increase its Commitment shall be made in its sole discretion independently from any other Bank.

(b)

If any Bank shall not elect to increase its Commitment pursuant to paragraph (a) of this Clause, the Company may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Banks but which shall be a Qualifying Bank) which at the time agrees to, in the case of any such person that is an existing Bank, increase its Commitment and in the case of any other such person (an “Additional Bank”), become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Total Commitments of the existing Banks pursuant to this Clause and the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.

(c)

An increase in the aggregate amount of the Commitments pursuant to this Clause shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Company, by each Additional Bank and by each other Bank whose Commitment is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorisation on the part of the Company with respect to the increase in the Total Commitments and such legal opinions of the legal advisers to the Agent and the Arrangers with respect to the increase in the Commitments as the Agent may reasonably request.

(d)

Upon the acceptance of any such agreement by the Agent, the Total Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 1 shall automatically be deemed to be amended to reflect the Commitments of all Banks after giving effect to the addition of such Commitments.

3

PURPOSE

3.1

Purpose

(a)

Each Borrower shall apply all amounts borrowed by it under the Facility towards:

(i)

repaying certain of the existing Financial Indebtedness of the Group including the Existing Facilities; and/or

(ii)

the general corporate purposes of the Group; and/or

(iii)

subject to Clause 3.1(b) the funding of Construction Loans Receivables.

(b)

The Borrower will only be entitled to borrow amounts under this Facility to fund Construction Loans Receivables to the extent that it has sufficient Construction Loans Receivables to offset these borrowings. If amounts drawn under this Facility for the purpose of funding Construction Loans Receivables exceeds the Borrowers’ portfolio of Construction Loans Receivables, then the Borrower must within 20 Business Days repay this excess borrowing.

3.2

Monitoring

4

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

4.2

Further conditions precedent

(a)

in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

(b)

the Repeating Representations to be made by each Obligor are true in all material respects.

4.3

Maximum number of Loans

(a)

A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 25 or more Loans would be outstanding.

(b)

Any Loan made by a single Bank under Clause 6.3 (Unavailability of a currency) shall not be taken into account in this Clause 4.3.

5

UTILISATION

5.1

Delivery of a Utilisation Request

5.2

Completion of a Utilisation Request

(a)

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)

it identifies the Borrower;

(iii)

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iv)

the proposed Interest Period complies with Clause 10 (Interest Periods); and

(v)

in the case of a Utilisation Request for a CLR Loan the amount of the Utilisation complies with Clause 5.4 (CLR Facility Limit)

(b)

Only one Loan may be requested in each Utilisation Request.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

(b)

Unless otherwise agreed by the Banks, the amount of the proposed Loan must be a minimum of €10,000,000 (or in any Optional Currency such convenient amount being approximately equivalent to €10,000,000 as the Agent may specify) or, if less, the Available Facility.

5.4

CLR Facility Limit

(a)

A Borrower may not deliver a Utilisation Request for a CLR Loan if as a result of the proposed Utilisation the CLR Facility Limit would be exceeded.

(b)

The Agent shall determine whether the CLR Facility Limit would be exceeded by:

(i)

calculating the dollar amount of the outstanding CLR Loans as at the date of the Utilisation Request using the Agent’s Spot Rate of Exchange if applicable; and

(ii)

deducting the dollar amount of any CLR Loan scheduled to be repaid before the Utilisation Date using the Agent’s Spot Rate of Exchange if applicable as at the date of the Utilisation Request.

5.5

Banks’ participation

(a)

If the conditions set out in this Agreement have been met, each Bank shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b)

The amount of each Bank’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)

The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Bank of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time.

6

OPTIONAL CURRENCIES

6.1

Selection of currency

6.2

Conditions relating to Optional Currencies

(a)

it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Loan; and

(b)

it is dollars, Canadian dollars, Swiss francs or sterling or has been approved by the Agent (acting on instructions of all the Banks) as an Optional Currency in relation to that Loan on or prior to receipt by the Agent of the relevant Utilisation Request in relation to that Loan.

6.3

Unavailability of a currency

(a)

a Bank notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

(b)

a Bank notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

6.4

Agent’s Calculation

6.5

Participation in a Loan

(a)

that Bank shall promptly notify the Agent upon becoming aware of that event;

(b)

upon the Agent notifying the Company, the Commitment of that Bank will be immediately cancelled; and

(c)

each Borrower shall repay that Bank’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Bank in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

8.2

Change of control

(a)

If any person (whether alone or together with any associated person or persons) gains control of the Company:

(i)

the Company shall promptly notify the Agent upon becoming aware of that event; and

(ii)

if a Bank so requires the Agent shall, by not less than 30 days notice to the Company, cancel the Commitment of that Bank and declare the participation of that Bank in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Bank will be cancelled and all such participations in outstanding Loans, accrued interest and other amounts will become immediately due and payable.

(b)

For the purpose of paragraph (a) above “associated persons” means, in relation to any person, a person who is acting in concert (as defined in the City Code on Takeover and Mergers) with that person or is a connected person (as defined in Section 839 of the Income and Corporation Taxes Act 1988) of that person and “control” means the power to direct the management and policies of an entity whether through the ownership of voting capital, by contract or otherwise.

8.5

Right of repayment and cancellation in relation to a single Bank

(a)

If:

(i)

any sum payable to any Bank by an Obligor is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up); or

(ii)

any Bank claims indemnification from the Company under Clause  13.6 (Tax indemnity) or Clause 14.1 (Increased costs),

(b)

On receipt of a notice referred to in paragraph (a) above, the Available Commitment of that Bank shall immediately be reduced to zero.

(c)

On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above each Borrower to which a Loan is outstanding shall repay that Bank’s participation in that Loan and the Commitment of the Bank shall immediately be reduced to zero.

8.6

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)

Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

(d)

The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e)

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f)

If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Company or the affected Bank, as appropriate.

(a)

Margin;

(b)

LIBOR or, in relation to any Loan in euro, EURIBOR; and

(c)

Mandatory Cost, if any.

9.2

Payment of interest

9.3

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is 1.00 per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 9.3 shall be immediately payable by the Obligor on demand by the Agent.

(b)

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

9.4

Notification of rates of interest

(a)

A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

(b)

Subject to this Clause 10, a Borrower (or the Company) may select an Interest Period of one week or one, two, three or six Months or any other period agreed between the Company and the Agent (acting on the instructions of all the Banks).

(c)

An Interest Period for a Loan shall not extend beyond the Termination Date.

(d)

Each Interest Period for a Loan shall start on the Utilisation Date.

(e)

A Loan has one Interest Period only.

11.2

 Market disruption

(a)

If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Bank’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin;

(ii)

the rate notified to the Agent by that Bank as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Bank of funding its participation in that Loan from whatever source it may reasonably select; and

(iii)

the Mandatory Cost, if any, applicable to that Bank’s participation in the Loan.

(b)

In this Agreement “Market Disruption Event” means:

(i)

at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR or, if applicable, EURIBOR for the relevant currency and Interest Period; or

(ii)

before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Bank or Banks (whose participations in a Loan exceed 50 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR or, if applicable, EURIBOR.

11.3

 Alternative basis of interest or funding

(a)

If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)

Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Banks and the Company, be binding on all Parties.

11.4

 Break Costs

(a)

Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)

Each Bank shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

12

 FEES

12.1

 Commitment fee

(a)

The Company shall pay to the Agent (for the account of each Bank) a fee in the Base Currency computed at the rate of 30 per cent. of the Margin per annum on that Bank’s Available Commitment during the Availability Period.

(b)

The accrued commitment fee is payable in arrear:

(i)

on the last day of each successive period of three Months ending on 31 January, 30 April, 31 July and 31 October in each year prior to the end of the Availability Period;

(ii)

on the last day of the Availability Period;

(iii)

on any earlier day when the Total Commitments are reduced to zero; and

(iv)

to a particular Bank on the date which that Bank’s participations are repaid and its Commitment cancelled as provided for in Clause 8.5.

12.4

 Utilisation Fee

(a)

The Company shall pay a utilisation fee to the Agent on account of each Bank at the rate of 0.025 per cent. per annum upon the amount of the aggregate Base Currency Amount of all Loans on any day on which such aggregate amounts equals or exceeds 75 per cent. of the Total Commitments as at the date of the Agreement.

(b)

The accrued utilisation fee is payable in arrear:

(i)

on the last day of each successive period of three Months ending on 31 January, 30 April, 31 July and 31 October in each year prior to the end of the Availability Period;

(ii)

on the Termination Date;

(iii)

on any earlier day on which the Loans are prepaid in full and the Total Commitments are reduced to zero; and

(iv)

to a particular Bank on the date which that Bank’s participations are repaid and its Commitment cancelled as provided for in Clause 8.5.

(iv)

within the charge to United Kingdom corporation tax as respects that payment and that is a Bank in respect of an advance made by a person that was a bank (as defined for the purpose of section 349 of the Taxes Act in section 840A of the Taxes Act) at the time that advance was made; or

(iii)

entitled to that payment under a double taxation agreement in force on the date (subject to the completion of any necessary procedural formalities) without a Tax Deduction (a “Treaty Bank”).

(i)

is a United States person (as defined in section 7701(l)a)(30) of the Code); or

(ii)

is not a United States person (as so defined) but is entitled to a partial or complete exemption from, or a partial or full refund of, withholding of U.S. federal income tax on interest payable to it in respect of any Loan.

(b)

In this Clause 13 a reference to “determines” or “determined” means a determination made in good faith in the absolute discretion of the person making the determination.

13.2

Tax gross-up

(a)

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Company or a Finance Party shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. If the Agent receives such notification from a Bank it shall notify the Company and that Obligor.

(c)

If a Tax Deduction is required by law to be made by an Obligor (in the case of a UK Obligor only in one of the circumstances set out in paragraph (d) below, or in the case of a U.S. Obligor only in one of the circumstances set out in paragraph (e) below), the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

The circumstances referred to in paragraph (c) above are where a person entitled to the payment:

(i)

is the Agent (on its own behalf); or

(ii)

is a Qualifying Bank, unless that Qualifying Bank is a Treaty Bank and the Obligor making the payment is able to demonstrate the Tax Deduction is required to be made as a result of the failure of that Qualifying Bank to comply with paragraph (h) below; or

(iii)

is not or has ceased to be a Qualifying Bank to the extent that this altered status results from any change after the date of this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or published concession of any relevant taxing authority.

(e)

The circumstances referred to in paragraph (c) above are where the person entitled to the payment from the U.S. Obligor:

(i)

is a U.S. Qualifying Bank; or

(ii)

is not or has ceased to be a U.S. Qualifying Bank to the extent that this results from any change after the date of this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement or regulation or any published practice of the U.S. Internal Revenue Service.

(f)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(g)

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(h)

A Treaty Bank and each Obligor which makes a payment to which that Treaty Bank is entitled shall without undue delay co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

(i)

In relation to each Borrower which is a U.S. Obligor, each Bank which is a U.S. Qualifying Bank shall submit to that Borrower, promptly after receipt of any written request to do so and before any payments of interest are made, two duly completed and signed copies of the relevant Withholding Form. However, no Bank shall be required to submit any Withholding Form if that Bank is not allowed validly to do so, and in which case the Bank shall immediately inform the Company and provide the reason as to why it is not allowed validly to do so. The Bank shall take all necessary but commercially reasonable steps to obtain any exemption (if any) from US federal withholding tax on interest payable by the relevant Borrower to that Bank on Loans under this Agreement that is available to that Bank in the circumstances

(a)

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b)

that Finance Party has obtained, utilised and retained that Tax Credit,

(b)

Where a Finance Document requires an Obligor to reimburse a Finance Party for any costs or expenses, that Obligor shall also at the same time pay and indemnify that Finance Party against all VAT incurred by that Finance Party in respect of the costs or expenses save to the extent that that Finance Party is entitled to repayment or credit in respect of the VAT.

13.6

Tax Indemnity

(a)

any tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is incorporated; or

(b)

any tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located.

14

INCREASED COSTS

14.1

Increased costs

(a)

Subject to Clause 14.3 (Exceptions) the Company shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation or application of) any law or regulation or (ii) compliance with any law or regulation made in each case after the date of this Agreement.

(b)

In this Agreement “Increased Costs” means:

(i)

a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)

an additional or increased cost; or

(iii)

a reduction of any amount due and payable under any Finance Document,

14.2

Increased cost claims

(a)

A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall within 6 Months of becoming aware of the same notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

(b)

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

14.3

Exceptions

(a)

attributable to a Tax Deduction required by law to be made by an Obligor;

(b)

attributable to Tax on overall net income of any Finance Party in the jurisdiction in which it is incorporated or in which its Facility Office is located;

(c)

compensated for by any other provision hereof;

(d)

attributable to the breach by the relevant Finance Party or its Affiliates of any law or regulation;

(e)

not notified to the Agent in accordance with Clause 14.2(a) above.

14.4

Regulation D Costs

15

OTHER INDEMNITIES

15.1

Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)

making or filing a claim or proof against that Obligor;

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

(b)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

15.2

Other indemnities

(a)

the occurrence of any Event of Default;

(b)

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 28 (Sharing among the Finance Parties);

(c)

funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Bank alone); or

(d)

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower.

15.3

Indemnity to the Agent

(a)

investigating any event which it reasonably believes is a Default; or

(b)

entering into or performing any foreign exchange contract for the purposes of Clause 6 (Optional Currencies); or

(c)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

16

MITIGATION BY THE BANKS

16.1

Mitigation

(a)

Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 13 (Tax gross-up), Clause 14 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

16.2

Limitation of liability

(a)

The Company shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation).

(b)

A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

17

COSTS AND EXPENSES

17.1

Transaction expenses

(a)

this Agreement and any other documents referred to in this Agreement; and

(b)

any other Finance Documents executed after the date of this Agreement.

17.2

Amendment costs

17.3

Enforcement costs

18

GUARANTEE AND INDEMNITY

18.1

Guarantee and indemnity

(a)

guarantees to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents;

(b)

undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c)

indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

18.2

Continuing guarantee

18.3

Reinstatement

(a)

the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b)

each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

18.4

Waiver of defences

(a)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)

any amendment, novation, supplement, restatement (however fundamental) or replacement of a Finance Document or any other document or security including any increase in, extension of or change to any facility made available under that Finance Document or other document;

(f)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)

any insolvency or similar proceedings.

18.5

Immediate recourse

18.6

Appropriations

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 18.

18.7

Deferral of Guarantor’s rights

(a)

to be indemnified by an Obligor;

(b)

to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; and/or

(c)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

18.8

Additional security

19

REPRESENTATIONS

19.1

Status

(a)

It is a corporation, limited liability company, or partnership duly incorporated or otherwise formed and validly existing under the law of its jurisdiction of incorporation or organisation.

(b)

It and each of its Material Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

19.2

Binding obligations

19.3

Non-conflict with other obligations

(a)

any law or regulation applicable to it;

(b)

the constitutional documents of any member of the Group; or

(c)

any agreement or instrument binding upon it or any member of the Group or any of its or any member of the Group’s assets in a material respect.

19.4

Power and authority

(a)

to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Finance Documents;

(b)

to ensure that the obligations expressed to be assumed by it in the Finance Documents are legal, valid and binding; and

(c)

to make the Finance Documents admissible in evidence in its jurisdiction of incorporation;

19.5

No default

(a)

No Event of Default is continuing or could reasonably be expected to result from the making of any Utilisation.

(b)

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any Subsidiary’s) assets are subject which could reasonably be expected to have a Material Adverse Effect.

19.6

Written information

(a)

Any written information provided in respect of a material fact by an Obligor for the purposes of the Information Memorandum was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)

The financial projections provided for in the Information Memorandum have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)

Nothing has occurred or been omitted from the Information Memorandum and no information has been given or withheld that results in the information concerning a material fact contained in the Information Memorandum being untrue or misleading in any material respect.

(d)

As at the date of this Agreement, it is not aware of any material facts or circumstances that have not been disclosed to the Agent and the Banks and which, if disclosed, could reasonably be expected adversely to affect the decision of a person considering whether or not to provide finance to the Borrowers.

19.7

Financial statements

(a)

The Company’s Original Financial Statements were prepared in accordance with GAAP consistently applied unless expressly disclosed to the contrary.

(b)

The Company’s Original Financial Statements give a true and fair view of the results of the Company’s operations and those of the Group for that year and the state of its affairs and those of the Group at the date unless expressly disclosed to the contrary.

(c)

There has been no change in the business or financial condition of the Group since publication of the Original Finance Statements which could reasonably be expected to have a Material Adverse Effect.

19.8

Pari passu ranking

19.9

No proceedings pending or threatened

19.10

No Security Interests

19.11

Compliance with ERISA; Non-U.S. Plans.

(a)

The Obligors and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither of the Obligors nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by either Obligor or any ERISA Affiliate, or in the imposition of any Security on any of the rights, properties or assets of either Obligor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than such liabilities or Security as would not be individually or in the aggregate Material.

(b)

The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by an amount that is Material. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan that is funded, determined as of the end of the Company’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities by an amount that is Materially greater than the amount disclosed in the latest annual, audited financial statements delivered to the Banks. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c)

The Obligors and each ERISA Affiliate have not incurred (i) withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material or (ii) any obligation in connection with the termination of or withdrawal from any Non-U.S. Plan.

(d)

The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended financial year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e)

The execution and delivery of this Agreement and the utilisation of the Facility will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.

(f)

All Non-U.S. Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply could not be reasonably expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by the Obligors and any Subsidiary have been paid or accrued as required, except where failure so to pay or accrue could not be reasonably expected to have a Material Adverse Effect.

19.12

Governing law and enforcement

(a)

The choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.

(b)

Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

19.13

Margin Stock

(a)

No US Obligor is engaged principally, or as one of its important activities, in the business of owning or extending credit for the purpose of purchasing or carrying any Margin Stock.

(b)

The proceeds of the Loans will not be used, directly or indirectly, in whole or in part, for “purchasing” or “carrying” Margin Stock or for any purpose which might (whether immediately, incidentally or ultimately) cause all or any part of the Loans to be a “purpose credit” within the meaning of Regulation U or Regulation X.

(c)

Neither the Obligors nor any agent acting on their behalf has taken or will take any action which might cause any Finance Document or any document delivered under or in connection with any Finance Document to violate any regulation of the Board (including Regulation D, T, U or X) or violate the United States Securities Exchange Act of 1934 or any applicable United States federal or state securities law.

19.14

United States Regulation

(a)

None of the Obligors nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

(b)

No part of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Obligors.

19.15

Anti-terrorism laws and anti-money laundering laws

(a)

None of the Obligors or, to the knowledge of any Obligor after due inquiry, any person who owns or controls such Obligor, any of its Affiliates, or any of its directors, managers or officers, (i) is designated a Designated Person or a person with whom the Bank is prohibited from dealing by any Anti-Terrorism Law; (ii) engages in transactions that relate to property blocked pursuant to the Executive Orders, evade or violate, are intended to evade or violate or attempt to evade or violate, any Anti-Terrorism Law, or (iii) is or has been under investigation by any governmental authority for, charged with, convicted of or assessed penalties in respect of, or had any funds seized or forfeited in, any action in respect of the foregoing.

(b)

Each Obligor has taken, and agrees that it shall continue to take, reasonable measures (including, without limitation, the adoption of adequate policies, procedures and internal controls) appropriate to the circumstances (in any event as required by applicable requirements of law), to ensure that such Obligor and its Subsidiaries is and shall be in compliance with all current and future Anti-Terrorism Laws.

19.16

Repetition