Exhibit 10.1

EXECUTION VERSION

€650,000,000

FACILITY AGREEMENT

dated 15 October 2010

for

AON CORPORATION

arranged by

CITIGROUP GLOBAL MARKETS LIMITED
ING BANK N.V.
and
BARCLAYS CAPITAL

with

CITIBANK INTERNATIONAL plc

acting as Agent

Ref: L-182652

Linklaters LLP

CONTENTS

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THIS AGREEMENT is dated 15 October 2010 and made between:

(1)                            AON CORPORATION, a company incorporated in the State of Delaware (the “Company”);

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

(3)                            CITIGROUP GLOBAL MARKETS LIMITED, ING BANK N.V., and BARCLAYS CAPITAL as mandated lead arrangers (whether acting individually or together the “Arranger”);

(4)                            THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”); and

(5)                            CITIBANK INTERNATIONAL plc as agent of the other Finance Parties (the “Agent”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1.                                 DEFINITIONS AND INTERPRETATION

1.1                           Definitions

In this Agreement:

“Acceptable Bank” means:

(a)                                   a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or

(b)                                  any other bank or financial institution approved by the Agent.

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 25 (Changes to the Obligors).

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost Formulae).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. Notwithstanding the foregoing, in relation to The Royal Bank of Scotland plc, the term “Affiliate” shall include The Royal Bank of Scotland N.V. and each of its subsidiaries or subsidiary undertakings, but shall not include (i) the UK government or any member or instrumentality thereof, including Her Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty’s Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings.

“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

“Anti-Terrorism Laws” means the Executive Order, the USA Patriot Act and any other law or regulation administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including the Business Day one month before the Termination Date.

“Available Commitment” means a Lender’s Commitment minus:

(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,

other than that Lender’s participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Base Currency” or “€” means euro.

“Base Currency Amount” means, in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) adjusted to reflect any repayment or prepayment of the Loan.

“BGB” has the meaning given to it in paragraph (c) of Clause 2.4 (Company as Obligor’s agent).

“Borrower” means an Original Borrower or an Additional Borrower, unless it has ceased to be a Borrower in accordance with Clause 25 (Changes to the Obligors).

“Break Costs” means the amount (if any) by which:

(a)                                   the interest, excluding the Margin and Mandatory Cost element of that interest, which a Lender 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;

exceeds:

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(b)                                  the amount which that Lender 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.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general interbank business in London and:

(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

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

“Change of Control” means the occurrence where a person (whether alone or together with any associated person or persons) becomes a beneficial owner of shares in the issued share capital of the Company carrying the right to exercise more than 50 per cent. of the votes exercisable at a general meeting of the Company (for the purposes of this definition, “associated person” means, in relation to any person, a person who is (i) “acting in concert” (as defined in the City Code on Takeovers and Mergers) with that person or (ii) a “connected person” (as defined in Section 1122 of the CTA) of that person).

“Clean-up Period” means the period commencing on the date of this Agreement and ending on the date falling 90 days after the date of this Agreement.

“Code” means the US Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Commitment” means:

(a)                                   in relation to an Original Lender 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

(b)                                  in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 9  (Form of Compliance Certificate).

“Confidential Information” means all information relating to the Company, any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)                                   any member of the Group or any of its advisers; or

(b)                                  another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

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in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)                                  is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 36 (Confidentiality); or

(ii)                               is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii)                            is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Company and the Agent.

“Consolidated Interest Expense” has the meaning given to it in Clause 21 (Financial covenants).

“Controlled Group” means all members of a controlled group of corporations and all trades of businesses (whether or not incorporated) under common control which, together with all members of the Group, are treated as a single employer under Section 414 of the Code and the regulations thereunder.

“CTA” means the Corporation Tax Act 2009.

“Debt Rating Level” means the Company’s senior unsecured long term debt rating by S&P and/or Moody’s.

“Default” means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

(a)                                   which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b)                                  which has otherwise rescinded or repudiated a Finance Document; or

(c)                                   with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)                                  its failure to pay is caused by:

(A)                           administrative or technical error; or

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(B)                             a Disruption Event; and

payment is made within five Business Days of its due date; or

(ii)                               the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Designated Person” means a person (i) listed in the annex to, or otherwise subject to the provisions of, the Executive Order; (ii) named as a “specifically designated national and blocked Person” on the most current list published by the Office of Foreign Assets Control of the U.S. Department of the Treasury at its official website or any replacement website or other replacement official publication of such list; or (iii) owned or controlled by, or acting for or on behalf of, any person referred to in (i) or (ii) above.

“Disclosed Claims” means any litigation, proceeding or investigation disclosed in (a) the Company’s annual report on Form 10-K for the year ended 31 December 2009, (b) the Company’s quarterly report on Form 10-Q for the fiscal quarter ended 30 June 2010 and (c) the Company’s Form 8-K dated 3 September 2010 (relating to litigation matters), in each case as filed with the Securities and Exchange Commission.

“Disposition” means the sale, transfer or other disposition (including any sale and leaseback transaction), in each case for consideration in any single transaction or series of related transactions in excess of US$25,000,000 (as determined reasonably in good faith by the Company), by any Person of any Property (including any equity interests owned by such Person, or any notes or accounts receivable or any rights and claims associated therewith) of such Person (or the granting of any option or other right to do any of the foregoing).

“Disruption Event” means either or both of:

(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

(b)                                  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,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Dutch Borrower” means Aon Holdings B.V., Aon Group International B.V., Aon Southern Europe B.V. and any Additional Borrower incorporated in the Netherlands.

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“Dutch Financial Supervision Act” means the Dutch Financial Supervision Act (Wet op het financieel toezicht) dated 28 September 2006 published in the Dutch government gazette nr. 475 on 31 October 2006, as amended from time to time.

“EBITDA” has the meaning given to it in Clause 21 (Financial covenants).

“English Borrowers” means Aon Limited, Aon UK Holdings Intermediaries Limited, Aon Benfield Limited and any Additional Borrower incorporated in England and Wales.

“Environment” means living organisms including the ecological systems of which they form part and the following media:

(a)                                   air (including air within natural or man-made structures, whether above or below ground);

(b)                                  water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)                                   land (including land under water).

“Environmental Law” means all laws and regulations of any relevant jurisdiction which:

(a)                                   have as a purpose or effect the protection of, and/or prevention of harm or damage to, the Environment;

(b)                                  provide remedies or compensation for harm or damage to the Environment; or

(c)                                   relate to Hazardous Substances or health and safety matters.

“ERISA” means the US Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Termination Event” means, with respect to a plan which is subject to Title IV of ERISA:

(a)                                   a Reportable Event;

(b)                                  the withdrawal of the Company or any other member of the Controlled Group from such Plan during a plan year in which the Company or any other member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4062(e) of ERISA;

(c)                                   the termination of such Plan, the filing of a notice of intent to terminate such Plan or the treatment of an amendment of such Plan as a termination under Section 4041 of ERISA;

(d)                                  the institution by the PBGC of proceedings to terminate such Plan;

(e)                                   any event or condition which might constitute grounds under Section 4042 or ERISA for the termination of or appointment of a trustee to administer, such Plan.

“EURIBOR” means, in relation to any Loan in euro:

(a)                                   the applicable Screen Rate; or

(b)                                  (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 by the Reference Banks as the rate at which the relevant Reference Bank could

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borrow funds in the European interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period,

as of the Specified Time on the Quotation Day for euro and for a period comparable to the Interest Period of that Loan.

“Event of Default” means any event or circumstance specified as such in Clause 23 (Events of Default).

“Executive Order” means the U.S. Executive Order No. 13224 on Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, which came into effect on September 23, 2001.

“Facility” means the revolving loan facility made available under this Agreement as described in Clause 2.1 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Agent and the Company setting out any of the fees referred to in Clause 12 (Fees).

“Finance Document” means this Agreement, any Fee Letter, any Accession Letter, any Resignation Letter and any other document designated as such by the Agent and the Company.

“Finance Party” means the Agent, the Arranger or a Lender.

“Financial Indebtedness” means any indebtedness (without double counting) for or in respect of:

(a)                                   moneys borrowed;

(b)                                  any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)                                   any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)                                  the amount of any liability in respect of any lease, conditional sale agreement or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e)                                   receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)                                     any amount raised under any other transaction (including any forward sale or purchase agreement) required to be accounted for as a borrowing;

(g)                                  any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the net amount due and payable shall be taken into account);

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(h)            shares which are expressed to be redeemable at the option of the holder prior to the Termination Date;

(i)             any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(j)             the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above,

but shall exclude indebtedness for the time being owing by one member of the Group to another member of the Group.

“Financial Year” means the twelve month accounting period of the Company in respect of which it prepares its audited consolidated financial statements.

“French Borrower” means any Additional Borrower incorporated in France.

“GAAP” means, in relation to a company, generally accepted accounting principles, standards and practices in the jurisdiction of its incorporation.

“German Borrower” means any Additional Borrower incorporated in the Federal Republic of Germany.

“Group” means the Company and its Subsidiaries for the time being.

“Hazardous Substance” means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the Environment or a nuisance to any person or that may make the use or ownership of any affected land or property more costly.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Impaired Agent” means the Agent at any time when:

(a)                                   it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)                                  the Agent otherwise rescinds or repudiates a Finance Document;

(c)                                   (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d)                                  an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of paragraph (a) above:

(i)           its failure to pay is caused by:

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(A)                           administrative or technical error; or

(B)                             a Disruption Event; and

payment is made within five Business Days of its due date; or

(ii)          the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 13 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in Clause 2.2 (Increase).

“Information Package” means the documents approved by the Company posted on the debt domain site entitled “Aon Corporation — Oct 2010”.

“Insolvency Event” in relation to a Finance Party means that the Finance Party:

(a)                                   is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)                                  becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)                                   makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)                                  institutes or has instituted against it, by a regulator, supervisor or any similar official (save for an Undisclosed Administrator) with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)                                   has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above (which shall for the avoidance of doubt exclude an Undisclosed Administrator) and:

(i)           results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)          is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)                                     has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

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(g)                                  seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official (save for an Undisclosed Administrator) for it or for all or substantially all its assets; or

(h)                                  has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i)                                      causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j)                                      takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence, in any of the foregoing acts.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).

“ITA” means the Income Tax Act 2007.

“Lender” means:

(a)                                   any Original Lender; and

(b)                                  any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 24 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“LIBOR” means, in relation to any Loan in a currency other than Euro:

(a)                                   the applicable Screen Rate; or

(b)                                  (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 by the Reference Banks at the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period,

as of the Specified Time on the Quotation Day for the currency of that Loan and for a period comparable to the Interest Period of that Loan.

“LMA” means the Loan Market Association.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

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“Luxembourg Borrower” means Aon Finance Luxembourg S.à r.l., Aon Financial Services Luxembourg S.A., and any Additional Borrower incorporated under the laws of the Grand Duchy of Luxembourg.

“Majority Lenders” means:

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

(b)                                  at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 662/3% of all the Loans then outstanding.

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost Formulae).

“Margin” means, in relation to a particular Interest Period, the rate per annum determined by reference to the credit ratings assigned by Moody’s and S&P to the Company’s long-term senior unsecured debt not credit enhanced (each a “long term credit rating”) last published (and not withdrawn) before the Quotation Day for that Interest Period, in accordance with the following table:

However:

(a)                                   in the case of a split between the two long-term credit ratings assigned by Moody’s and S&P, the Margin will be calculated as the average of the Margins that are set out in the above table and that apply to each of the split long-term credit ratings assigned by Moody’s and S&P; and

(b)                                  if there is no, or only one, current long-term credit rating, or whilst an Event of Default is outstanding, the Margin will be the applicable rate set out in row 4 above.

“Margin Stock” has the meaning given to it under Regulation U.

“Material Adverse Effect” means a material adverse effect on:

(a)                                   the business, condition (financial or otherwise), assets, performance, prospects or results of operations of the Group taken as a whole;

(b)                                  the ability of the Company to perform its obligations under the Finance Documents; or

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(c)                                   the validity or enforceability of any Finance Document or the rights or remedies of the Finance Parties thereunder.

“Material Subsidiary” means:

(a)                                   a Subsidiary of the Company the total assets or total revenues of which (consolidated where that Subsidiary itself has Subsidiaries) as at the date as at which its latest audited consolidated financial statements were prepared account for 5 per cent. or more of the consolidated total assets or total revenues of the Group (calculated by reference to the then latest audited financial statements of the Group); or

(b)                                  a Subsidiary of the Company to which has been transferred (whether in a single transaction or a series of transactions (whether related or not)) the whole or substantially the whole of the assets of a Subsidiary which immediately prior to such transaction(s) was a Material Subsidiary.

For the purposes of this definition:

(i)             if a Subsidiary becomes a Material Subsidiary under paragraph (b) above, the Material Subsidiary by which the relevant transfer was made shall, subject to paragraph (a) above, cease to be a Material Subsidiary; and

(ii)            if a Subsidiary is acquired by the Company after the end of the financial period to which the latest audited consolidated financial statements of the Group relate, those financial statements shall be adjusted as if that Subsidiary had been shown in them by reference to its then latest audited financial statements (consolidated if appropriate) until audited consolidated financial statements of the Group for the financial period in which the acquisition is made have been prepared.

“Merger” means the merger of Merger Sub with and into the Target pursuant to the Merger Agreement.

“Merger Agreement” means the agreement and plan of merger dated 11 July 2010 among the Company, Merger LLC, Merger Sub and Target.

“Merger Cash Consideration” means an aggregate amount of approximately US$2,450,000,000 in cash to be paid to the equity holders of Target pursuant to the Merger Agreement.

“Merger LLC” means Aon Hewitt LLC (formerly known as Alps Merger LLC), a Delaware limited liability company and a wholly owned Subsidiary of the Company.

“Merger Sub” means Alps Merger Corp., a Delaware corporation and a wholly owned Subsidiary of the Company.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)                                   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; and

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(b)                                  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.

The above rules will only apply to the last Month of any period.

“Moody’s” means Moody’s Investors Service, Inc..

“Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Company or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

“New Lender” has the meaning given to it in Clause 24 (Changes to the Lenders).

“Net Worth” means at any date the consolidated stockholders’ equity of the Company and its consolidated Subsidiaries (for the avoidance of doubt this definition shall be construed so as to be consistent with US GAAP).

“Obligor” means a Borrower or the Company.

“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

“Original Financial Statements” means:

(a)                                   in relation to the Company, the audited consolidated financial statements of the Group for the Financial Year ended 31 December 2009;

(b)                                  in relation to each of Aon Southern Europe B.V. and Aon Group International B.V., its unaudited financial statements for the financial year ended 31 December 2009; and

(c)                                   in relation to each Original Obligor other than the Company, Aon Southern Europe B.V., and Aon Group International B.V., its audited financial statements for its financial year ended 31 December 2009.

“Original Obligor” means an Original Borrower or the Company.

“Participating Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Permitted Security” means:

(a)                                   any Security subsisting under or in connection with this Agreement;

(b)                                  any right of set-off arising by operation of law or in the ordinary course of day-to-day business;

(c)                                   any retention of title to goods supplied to a member of the Group in the day-to-day course of business;

(d)                                  Security for taxes, assessments or governmental charges or levies on the assets of any member of the Group if the same shall not at the time be delinquent or thereafter can be

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paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP have been made;

(e)                                   any lien arising by operation of law in the day-to-day course of business in respect of any obligation which is less than 60 days overdue or which is being contested in good faith and by appropriate means and for which adequate reserves have been made;

(f)                                     Security arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(g)                                  utility easements, building restrictions and such other Security or charges against real property as are of a nature generally existing with respect to properties of similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Group;

(h)                                  Security created by any member of the Group over deposits and investments in the ordinary course of such member of the Group’s insurance and reinsurance trade to comply with the requirements of any regulatory body of insurance or insurance broking business;

(i)                                      Security over and limited to the balance of credit balances on bank accounts of members of the Group created in order to facilitate the operation of such bank accounts and other bank accounts of such members of the Group on a net balance basis with credit balances and debit balances on the various accounts being netted off for interest purposes;

(j)                                      any Security arising for the benefit of a credit institution pursuant to Clause 24 General Banking Conditions of the Netherlands Bankers Association (Algemene Voorwaarden van de Nederlandse Vereniging van Banken) in respect of any bank account held with a credit institution; and

(k)                                   Security not otherwise permitted pursuant to paragraphs (a) to (j) above inclusive over assets securing obligations in an aggregate amount not exceeding an amount equal to 10 per cent. of the Net Worth of the Company (as shown in the Company’s most recent audited consolidated financial statements).

“Person” means any natural person, corporation, firm, joint venture, partnership, association, enterprise, limited liability company, trust or other entity or organisation, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means an employee pension benefit plan, as defined in Section 3(2) of ERISA, as to which the Company or any member of the Controlled Group may have any liability.

“Professional Market Party” means a professional market party (professionele marktpartij) within the meaning of the Dutch Financial Supervision Act.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

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“Qualifying Lender” has the meaning given to it in Clause 13 (Tax gross up and indemnities).

“Quarter Date” means each 31 March, 30 June, 30 September and 31 December in each Financial Year of the Company.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined:

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

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

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

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations for that currency and period would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Reference Banks” means in relation to LIBOR and EURIBOR and Mandatory Cost the principal London offices of Citibank, N.A., ING Bank N.V. and Barclays Bank PLC or such other banks as may be agreed between the Agent (acting on the instructions of the Majority Lenders) and the Company.

“Regulation “U” or “X” means Regulation U or X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of the Board of Governors relating to, as the case may be, (i) reserve requirements applicable to depository institutions or (ii) the extension of credit by persons other than banks, brokers and dealers or, by securities brokers and dealers or by banks or, as the case may be, by specified lenders, in each case for the purpose of purchasing or carrying margin stocks applicable to such persons.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Interbank Market” means, in relation to euro, the European interbank market and, in relation to any other currency, the London interbank market.

“Relevant Period” has the meaning given to it in Clause 21 (Financial covenants).

“Repeating Representations” means each of the representations set out in Clauses 19.1 (Status), 19.2 (Binding obligations), 19.3 (Non-conflict with other obligations), 19.4 (Power and authority), 19.5 (Validity and admissibility in evidence), 19.6 (No default),  19.7 (No breach), 19.8 (No misleading information), 19.9 (Financial statements), 19.10 (Pari passu ranking), 19.11 (No proceedings pending or threatened), 19.12 (Compliance with laws and regulations), 19.17 (ERISA), 19.18 (Federal Reserve Regulations), 19.19 (Investment Company), 19.20 (Ownership of Properties), Clause 19.22 (Insurance Licences), paragraphs (a) and (b) of Clause 19.23 (Dutch Borrowers) and Clause 19.26 (Governing law and enforcement).

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“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; provided that a failure to meet the minimum funding standard of Section 412 or 430 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(c) of the Code.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Reservations” means the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by-laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors, the time barring of claims under the Limitation Act 1980, the possibility that an undertaking to assume liability for or to indemnify against non-payment of United Kingdom stamp duty may be void, defences of set off or counterclaim, any general principles of law relating to choice of law or recognition of foreign judgments and similar principles or any analogous general principles of law under the laws of any other jurisdictions in which relevant obligations have to be performed and any other general principles of law limiting its obligations which are specifically set out in the legal opinions provided pursuant to Clause 4.1 (Initial conditions precedent).

“Resignation Letter” means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter).

“Rollover Loan” means one or more Loans:

(a)                                   made or to be made on the same day that one or more maturing Loans is or are due to be repaid;

(b)                                  the aggregate amount of which is equal to or less than the amount of the maturing Loan(s) (unless it is more than the maturing Loan(s) solely because it arose as a result of the operation of Clause 6.2 (Unavailability of a currency));

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

(d)                                  made or to be made to the same Borrower for the purpose of refinancing the maturing Loan(s).

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc.

“Screen Rate” means:

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

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

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displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Lenders.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement entered into for the purpose, with the intention or which has the effect of preferring creditors on an insolvency of any person.

“Senior Notes” means the up to US$1,500,000,000 in aggregate principal amount of senior unsecured notes of the Company issued in a public offering or in a Rule 144A or other private placement.

“Single Employer Plan” means a Plan subject to Title IV of ERISA maintained by the Company or any member of the Controlled Group for employees of the Company or any member of the Controlled Group, other than a Multiemployer Plan.

“Specified Time” means a time determined in accordance with Schedule 10 (Timetables).

“Subsequent Merger” means the merger of the surviving corporation in the Merger with and into Merger LLC, with Merger LLC surviving as a wholly owned Subsidiary of the Company.

“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006 and, for the purpose of Clause 21 (Financial covenants) and in relation to financial statements of the Group, a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.

“Substantial Portion” means assets which:

(a)                                   represent more than 10 per cent. of the consolidated assets of the Group, as shown in the most recent quarterly consolidated quarterly statements of the Company delivered to the Agent pursuant to Clause 20.1(b) (Financial statements) preceding the date on which such determination is made; or

(b)                                  are responsible for more than 10 per cent. of the consolidated net sales or of the net income of the Group for the 12 month period ending on the Quarter Date immediately preceding the date of determination as shown by the relevant quarterly financial statements delivered to the Agent pursuant to Clause 20.1(b) (Financial statements).

“Target” means Hewitt Associates, Inc., a Delaware corporation.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

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“Term Loan Agreement” means the three-year credit agreement dated 13 August 2010 to finance, amongst other things, the acquisition of Target, between the Company, Credit Suisse AG as administrative agent, and the lenders and agents party thereto as it may be amended or modified and in effect from time to time to the extent permitted thereunder.

“Term Loan Closing Date” means the “Closing Date” as defined in the Term Loan Agreement.

“Termination Date” means the date which is 5 years after the date of the Agreement.

“Total Commitments” means the aggregate of the Commitments being €650,000,000 at the date of this Agreement.

“Transactions” means (i) the Merger and the Subsequent Merger, including the payment of the Merger Consideration, (ii) the execution, delivery and performance of the Term Loan Agreement, (iii) the issuance of the Senior Notes and (iv) payment of the Transaction Costs.

“Transaction Costs” means fees and expenses in aggregate amount not to exceed US$50,000,000 in connection with the Transactions.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

(a)            the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)           the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

“Undisclosed Administrator” means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

“Unfunded Current Liability” of any Single Employer Plan means the amount, if any, by which the value of the accumulated plan benefits under the Plan exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued or unpaid contributions).

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US” or “United States” means the United States of America.

“US Bankruptcy Law” means the United States Bankruptcy Code of 1978, as amended from time to time, or any other United States federal or state bankruptcy, insolvency or similar law.

“US Facility Agreement” means the US$400,000,000 three year credit agreement between, amongst others, the Company and Citibank N.A. as Administrative Agent dated 4 December 2009 (as it may be amended or modified and in effect from time to time).

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“US Fraudulent Transfer Law” means any applicable US Bankruptcy Law (including, without limitation, Section 548 of Title 11 of the United States Bankruptcy Code) or any US federal or state fraudulent transfer or conveyance statute and any related case law.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 of the United States.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

“VAT” means, within the European Union, any tax imposed in compliance with (but subject to derogations from) the Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax and, outside the European Union, any other tax levied by reference to added value or sales or tax of a similar nature.

1.2         Construction

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

(i)             the “Agent”, the “Arranger”, any “Finance Party”, any “Lender”, 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 division of Barclays Bank PLC;

(iv)          a “composition” or “other arrangement for the benefit of creditors” includes a procédure de conciliation and mandat ad hoc under Livre Sixième of the French Code de commerce;

(v)           a “compulsory manager”, “receiver”, or “administrator” includes an administrateur judiciaire, mandataire ad hoc, conciliateur and mandataire liquidateur or any other person appointed as a result of any proceedings described under Livre Sixième of the French Code de commerce;

(vi)          “dollars” or “US$” means the lawful currency for the time being of the United States of America.

(vii)         “euro” or “€” refers to the single currency for the time being of the states which have adopted the euro in accordance with legislation of the European Community relating to Economic and Monetary Union.

(viii)        a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated,

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supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Finance Document or other agreement or instrument;

(ix)           “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;

(x)            a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(xi)           a person “being unable to pay its debts” or “insolvent” includes that person being in a state of cessation des paiements, and a “winding-up”, “administration” or “dissolution” includes a redressement judiciaire, cession totale de l’entreprise, liquidation judiciaire or a procédure de sauvegarde, all within the meaning of Livre Sixième of the French Code de commerce;

(xii)          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 of any regulatory, self-regulatory or other authority or organisation;

(xiii)         “sterling” or “£” means the lawful currency for the time being of the United Kingdom;

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

(xv)          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.

(e)         In this Agreement, where it relates to a Dutch entity, a reference to:

(i)             a winding up, administration or dissolution includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(ii)            a moratorium includes surséance van betaling and granted a moratorium includes surséance verleend;

(iii)           insolvency includes a bankruptcy, moratorium and emergency regulation (noodregeling);

(iv)          a trustee in bankruptcy includes a curator;

(v)           an administrator includes a bewindvoerder;

(vi)          “security right” includes any mortgage (hypotheek), pledge (pandrecht), financial collateral agreement (financiëlezekerheidsovereenkomst), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), right to reclaim goods

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(recht van reclame), and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijke zekerheid);

(vii)         an attachment includes a beslag; and

(viii)        a subsidiary includes a dochtermaatschappij as defined in Article 2:24a of the Dutch Civil Code.

1.3         Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

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SECTION 2

THE FACILITY

2.           THE FACILITY

2.1         The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a multicurrency revolving loan facility in an aggregate amount equal to the Total Commitments.

2.2         Increase

(a)         The Company may by giving prior notice to the Agent by no later than the date falling five Business Days after the effective date of a cancellation of:

(i)             the Available Commitments of a Defaulting Lender in accordance with Clause 8.7 (Right of cancellation in relation to a Defaulting Lender); or

(ii)            the Commitments of a Lender in accordance with Clause 8.1 (Illegality),

request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(A)         the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be a member of the Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(B)          each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(C)          each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(D)         the Commitments of the other Lenders shall continue in full force and effect; and

(E)          any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b)         An increase in the Total Commitments will only be effective on:

(i)             the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

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(ii)            in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase, the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender.

(c)         Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d)         Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of US$2,000 and the Company shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.

(e)         The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.

(f)          Clause 24.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)             an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii)            the “New Lender” were references to that “Increase Lender”; and

(iii)           a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.”

2.3         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.

2.4         Company as Obligors’ agent

By executing this Agreement (or in the case of Additional Borrowers by their execution of Accession Letters), each Obligor:

(a)            irrevocably authorises the Company to act on its behalf as its agent in relation to the Finance Documents, including:

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(i)           to give and receive as agent on its behalf all notices, consents and instructions (including Utilisation Requests);

(ii)          to supply on its behalf all information concerning itself, its financial condition or otherwise to the relevant persons contemplated under this Agreement;

(iii)         to agree, accept and sign on its behalf all documents in connection with the Finance Documents (including amendments, restatements and variations of and consents under any Finance Documents and to execute any new Finance Documents); and

(iv)         to take such other action as may be necessary or desirable under or in connection with the Finance Documents;

(b)           confirms that it will be bound by any omission, agreement, undertaking, settlement, waiver, notice, communication or notice or other action taken by the Company under or in connection with the Finance Documents (whether or not known to any other Obligor and whether occurring before or after such Obligor became an Obligor under this Agreement) and each Finance Party may rely on any action purported to be taken by the Company on behalf of any Obligor; and

(c)            (other than the Company) hereby releases the Company from the restrictions set out in section 181 of the German Civil Code (Bürgerliches Gesetzbuch) (the “BGB”) or similar restrictions arising pursuant to any other applicable law.

2.5         Acts of the Company

(a)         The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:

(i)             any actual or purported irregularity in any act done, or failure to act, by the Company;

(ii)            the Company acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or

(iii)           any actual or purported failure by, or inability of, the Company to inform any Obligor of receipt by it of any notification under the Finance Documents.

(b)         In the event of any conflict between any notices or other communications of the Company and any other Obligor, those of the Company shall prevail.

3.           PURPOSE

3.1         Purpose

Each Borrower shall apply all amounts borrowed by it under the Facility for its general corporate purposes (including refinancing existing Financial Indebtedness).

3.2         Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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4.           CONDITIONS OF UTILISATION

4.1         Initial conditions precedent

No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

4.2         Further conditions precedent

(a)         The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)             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;

(ii)            the Repeating Representations to be made by the Company (in relation to itself and each other Obligor as applicable) are true in all material respects and will be immediately after the Loan is made; and

(iii)           in respect of the most recently ended testing period (in circumstances where the Company has not yet delivered a Compliance Certificate in respect of such testing period), the Agent has not received evidence that any financial covenants set out in Clause 21 (Financial Covenants) will not be complied with for that testing period.

4.3         Conditions relating to Optional Currencies

(a)         A currency will constitute an Optional Currency in relation to a Loan if:

(i)             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

(ii)            it is sterling or US dollars or has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the Utilisation Request for that Loan.

(b)         If by the Specified Time the Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Agent will notify the Lenders of that request by the Specified Time.  Based on any responses received by the Agent by the Specified Time, the Agent will confirm to the Company by the Specified Time:

(i)             whether or not the Lenders have granted their approval; and

(ii)            if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation in that currency.

4.4         Maximum number of Loans

(a)         A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than 12 Loans would be outstanding.

(b)         Any Loan made by a single Lender under Clause 6.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

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SECTION 3

UTILISATION

5.           UTILISATION

5.1         Delivery of a Utilisation Request

A Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

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

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

(iv)          it specifies the account and bank (which must be in the principal financial centre of the country of the currency of the Utilisation or, in the case of euro, the principal financial centre of a Participating Member State in which banks are open for general business on that day or London) to which the proceeds of the Utilisation are to be credited.

(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)         The amount of the proposed Loan must be:

(i)                                      if the currency selected is the Base Currency, a minimum of €10,000,000 (and an integral multiple of €1,000,000) or, if less, the Available Facility;

(ii)                                   if the currency selected is sterling or US dollars a minimum of £5,000,000 and US$10,000,000 respectively or, if less, the Available Facility; or

(iii)           if the currency selected is an Optional Currency other than sterling or US dollars, the minimum amount (and, if required, integral multiple) specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Facility; and

(iv)          in any event such that its Base Currency Amount is less than or equal to the Available Facility.

5.4         Lenders’ participation

(a)         If the conditions set out in this Agreement have been met and subject to Clause 7.1 (Repayment of Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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(b)         The amount of each Lender’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 Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan (and, if different, the amount of that participation to be made available in cash), in each case by the Specified Time.

5.5         Cancellation of Commitment

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

5.6         Designated Entities

Where a Lender (each a “Designating Lender”) has designated in the signature pages to this Agreement or in writing to the Agent and the Company (and agreed in writing by the Company) an Affiliate of itself (each a “Designated Entity”) as its Facility Office for the purpose of participating in or making Loans to a Borrower in a particular jurisdiction, the Parties unconditionally and irrevocably agree that such Designated Entity shall:

(a)            not have any Commitment (without prejudice to the Designated Lender’s Commitment);

(b)           be entitled to all rights and benefits (other than voting rights which shall remain with the Designating Lender) under this Agreement relating to its participation in any Loan to a Borrower in such designated jurisdiction; and

(c)            have the corresponding duties of a Lender in relation to such Loans, and shall be a party to this Agreement for that purpose.

Such Designating Lender will procure, subject to the terms of this Agreement, that the Designated Entity participates in a Loan to any Borrower in the relevant designated jurisdiction in place of such Designating Lender and the Parties to the Agreement shall be entitled to treat such Designated Entity as a Lender accordingly.

6.           OPTIONAL CURRENCIES

6.1         Selection of currency

A Borrower (or the Company on behalf of a Borrower) shall select the currency of a Loan in the Utilisation Request.

6.2         Unavailability of a currency

If before the Specified Time on any Quotation Day:

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

(b)                                  a Lender 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,

the Agent will give notice to the relevant Borrower to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause 6.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of

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the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

7.                                 REPAYMENT

7.1                           Repayment of Loans

(a)                            Each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.

(b)                           Without prejudice to each Borrower’s obligation under paragraph (a) above, if one or more Loans are to be made available to a Borrower:

(i)             on the same day that a maturing Loan is due to be repaid by that Borrower;

(ii)            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

(iii)           for the purpose of refinancing the maturing Loan,

the aggregate amount of the new Loans shall be treated as if applied in or towards repayment of the maturing Loan so that:

(A)         if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

1.            the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

2.            each Lender’s participation (if any) in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Loan and that Lender will not be required to make its participation in the new Loans available in cash; and

(B)          if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

1.            the relevant Borrower will not be required to make any payment in cash; and

2.            each Lender will be required to make its participation in the new Loans available in cash only to the extent that its participation (if any) in the new Loans exceeds that Lender’s participation (if any) in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan.

8.                                 PREPAYMENT AND CANCELLATION

8.1                           Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

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(a)            that Lender shall promptly notify the Agent upon becoming aware of that event;

(b)           upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and

(c)            each Borrower shall repay that Lender’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 Lender 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 there is a Change of Control:

(i)             the Company shall promptly notify the Agent upon becoming aware of that event;

(ii)            a Lender shall not, subject to paragraph (b) below, be obliged to fund a Utilisation (except for a Rollover Loan); and

(iii)           if a Lender so requires and notifies the Agent within 30 days of the Company notifying the Agent of the event, the Agent shall:

(A)         as from the date of such notification cancel the Commitment of that Lender whereupon the Commitment of that Lender will be cancelled; and

(B)          declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents and owing to that Lender due and payable, whereupon all such outstanding amounts will become due and payable within 60 days of the Change of Control.

(b)                           If a Lender has not notified the Agent that it wishes to cancel its Commitment in accordance with paragraph (a) (iii) above, then that Lender may not refuse to fund a Utilisation as a result of the Change of Control from the date falling 30 days after the Company has notified the Agent of the event.

8.3                           Voluntary cancellation

The Company may, if it gives the Agent not less than 15 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of €10,000,000 (and an integral multiple of €5,000,000)) of the Available Facility.  Any cancellation under this Clause 8.3 shall reduce the Commitments of the Lenders rateably.

8.4                           Voluntary prepayment of Loans

The Borrower to which a Loan has been made may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of €10,000,000 (and an integral multiple of €5,000,000)).

8.5                           Right of replacement or repayment and cancellation in relation to a single Lender

(a)                            If:

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

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(ii)            any Lender claims indemnification from the Company under Clause 13.3 (Tax indemnity) or Clause 14 (Increased costs),

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

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

(c)                            On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

(d)                           The Company may, in the circumstances set out in paragraph (a) above, on 10 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 24.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(e)                            The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i)            the Company shall have no right to replace the Agent;

(ii)           neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and

(iii)          in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

8.6                           Restrictions

(a)                            Any notice of cancellation or prepayment given by any Party under this Clause 8.6 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.

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(c)                            Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid 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)                            Subject to Clause 2.2 (Increase), 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 Lender, as appropriate.

8.7                           Right of cancellation in relation to a Defaulting Lender

(a)                            If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b)                           On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

(c)                            The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

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SECTION 5

COSTS OF UTILISATION

9.                                 INTEREST

9.1                           Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)            Margin;

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

(c)            Mandatory Cost, if any.

9.2                           Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

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, subject to paragraph (b) below, is the sum of 1 per cent and 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)                           If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)             the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)            the rate of interest applying to the overdue amount during that first Interest Period shall be the sum of 1 per cent and the rate which would have applied if the overdue amount had not become due, subject to any applicable restrictions under French law.

(c)                            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

The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

9.5                           Italian Usury Law

Notwithstanding any other provision contained in this Agreement, if at any time the interest rate stated to be applicable under this Agreement would cause a breach of Italian law No. 108/1996

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(the “Italian Usury Law”), then the rate of interest payable by an Obligor incorporated in Italy under this Agreement shall be capped at the maximum rate permitted to be payable under the Italian Usury Law.

10.                           INTEREST PERIODS

10.1                     Selection of Interest Periods

(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 1, 2, 3 or 6 Months or any other period agreed between a Borrower (or the Company) and the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan).

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

(d)                           A Loan has one Interest Period only.

10.2                     Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10.3                     Taux Effectif Global

In order to comply with the provisions of Articles L313-1 and L313-2 of the French Consumer Code (Code de la Consommation), the effective global rate (taux effectif global) calculated in accordance with the Articles referred to above shall be as set out in a letter from the Agent to a French Borrower in the form of the letter at Schedule 11 (Form of TEG letter) on the date of the accession of a French Borrower to this Agreement.

11.                           CHANGES TO THE CALCULATION OF INTEREST

11.1                     Absence of quotations

Subject to Clause 11.2 (Market disruption), if LIBOR or, if applicable, EURIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR or EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

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 Lender’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 Lender as soon as practicable and in any event before close of business on the Quotation Day (or, if earlier, 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 Lender of funding its participation in that Loan from whatever source it may reasonably select; and

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(iii)           the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b)                           If:

(i)             the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above is less than LIBOR or, in relation to any Loan in euro, EURIBOR; or

(ii)            a Lender has not notified the Agent of a percentage rate per annum pursuant to paragraph (a)(ii) above,

the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR or, in relation to any Loan in euro, EURIBOR.

(c)                            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 Dollars 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 Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select 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 in good faith (for a period of not more than 30 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 Lenders 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 Lender 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 Lender) a fee in the Base Currency computed on a day to day basis at a percentage rate per annum equal to 35 per cent. of the applicable Margin which would apply to a Loan drawn on that day under the Facility, such fee to be paid on that Lender’s Available Commitment for the Availability Period.

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(b)                           The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective or as otherwise agreed by an Arranger and the Company.

(c)                            No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

12.2                     Participation fee

The Company shall pay to the Agent (for the account of each Lender) a participation fee in the amount and at the times agreed in a Fee Letter.

12.3                     Agency fee

The Company shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12.4                     Utilisation fee

(a)                            The Company shall pay to the Agent (for the account of each relevant Lender) a utilisation fee in the Base Currency computed at the rate of:

(i)             0.25 per cent. per annum calculated from day to day on the amount of all Loans then outstanding during the Availability Period at such time when the aggregate amount of the Lenders’ participations in all Loans then outstanding exceeds €216,666,667 on that day; and

(ii)            0.50 per cent. per annum calculated from day to day on the amount of all Loans then outstanding during the Availability Period at such time when the aggregate amount of the Lenders’ participations in all Loans then outstanding exceeds €433,333,333 on that day.

(b)                           The accrued utilisation fee is payable on the last day of each successive period of three Months which ends during the Availability Period and on the last day of the Availability Period, and in respect of a Lender, on the last day on which any part of its participation in the Loans becomes repayable.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

13.                           TAX GROSS UP AND INDEMNITIES

13.1                     Definitions

(a)                            In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means:

(i)             with respect to an English Borrower (including, for the avoidance of doubt, any payment by the Company as guarantor on behalf of such Borrower):

(A)         a Lender (other than a Lender within sub-paragraph (B) below) which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(I)               a Lender:

1.            which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document; or

2.            in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made,

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(II)             a Lender which is:

(1)           a company resident in the United Kingdom for United Kingdom tax purposes;

(2)           a partnership each member of which is:

(a)           a company so resident in the United Kingdom; or

(b)                                 a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of Section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

(3)           a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in

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respect of that advance in computing the chargeable profits (within the meaning of Section 19 of the CTA) of that company; or

(III)                                    a Treaty Lender; or

(B)                             a building society (as defined for the purpose of section 880 of the ITA);

(ii)                                   with respect to a French Borrower (including, for the avoidance of doubt, any payment by the Company as guarantor on behalf of such Borrower), a Lender which is:

(A)                           lending through a Facility Office in France; or

(B)                             a Treaty Lender; or

(C)                             otherwise entitled under French tax law to receive interest payments from such Borrower without such Borrower being required to make any deduction or withholding for or on account of tax from a payment made under a Finance Document;

(iii)                                with respect to a German Borrower (including, for the avoidance of doubt, any payment by the Company as guarantor on behalf of such Borrower), a Lender which is

(A)                           lending through a Facility Office in Germany; or

(B)                             a Treaty Lender; or

(C)                             otherwise entitled under German tax law to receive interest payments from such Borrower without such Borrower being required to make any deduction or withholding for or on account of tax from a payment made under a Finance Document.

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(i)                                      a company resident in the United Kingdom for United Kingdom tax purposes; or

(ii)                                   a partnership each member of which is:

(A)                           a company so resident in the United Kingdom; or

(B)                             a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of Section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(iii)                                a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of Section 19 of the CTA) of that company.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

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“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross up) or a payment under Clause 13.3 (Tax indemnity).

“Treaty Lender” means, in relation to a Borrower (including, for the avoidance of doubt, the Company as guarantor making a payment on behalf of such Borrower), a Lender which fulfils all conditions which must be fulfilled under the provisions of a double taxation treaty with the relevant Borrower’s jurisdiction of incorporation to obtain full exemption from taxation on interest imposed by that Borrower’s jurisdiction of incorporation (subject to completion of any necessary procedural formalities).

“UK Non-Bank Lender” means a Lender which gives a Tax Confirmation in the Assignment Agreement, Transfer Certificate or Increase Confirmation which it executes on becoming a Party.

“UK Source Obligor” means an Obligor which is incorporated or resident for Tax purposes in any part of the United Kingdom or which would otherwise be required to make a Tax Deduction in respect of Tax imposed by the United Kingdom unless exemption from that requirement was available.

(b)                           Unless a contrary indication appears, 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 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.  Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender.  If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

(c)                            If a Tax Deduction is required by law to be made by an Obligor, 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)                           A payment by an English Borrower or by the Company as guarantor on behalf of an English Borrower shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

(i)                                      the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double taxation treaty, or any published practice or published concession of any relevant taxing authority; or

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(ii)                                   the relevant Lender is a Qualifying Lender solely by virtue of sub-paragraph (i)(A)(II) of the definition of Qualifying Lender and:

(A)                           an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and

(B)                             the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii)                                the relevant Lender is a Qualifying Lender solely by virtue of sub-paragraph (i)(A)(II) of the definition of Qualifying Lender and:

(A)                           the relevant Lender has not given a Tax Confirmation to the Company; and

(B)                             the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

(iv)                               the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that (subject to the completion of any necessary procedural formalities by the Obligor) the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (j) below.

(e)                            A payment by:

(i)                                      a French Borrower or by the Company as guarantor on behalf of a French Borrower; or

(ii)                                   a German Borrower or by the Company as guarantor on behalf of a German Borrower,

shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by France (in the case of (i) above) or Germany (in the case of (ii) above) , if on the date on which the payment falls due the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double taxation treaty, or any published practice or published concession of any relevant taxing authority.

(f)                              A payment by a Luxembourg Borrower or by the Company as guarantor on behalf of a Luxembourg Borrower, shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the Grand Duchy of Luxembourg, if the Tax Deduction is required in respect of the European Union Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (or any amendment thereof) as transposed into Luxembourg law by the Luxembourg laws of 21 June 2005 and implementing the agreements entered into between Luxembourg and certain dependent and associated territories of the European Union regarding measures similar to the ones included in the above Council Directive, or in respect of the

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Luxembourg law of 23 December 2005, as amended, relating to interest payments made to Luxembourg resident individuals.

(g)                           No French Borrower, German Borrower or Dutch Borrower is required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of tax imposed by France, Germany or the Netherlands respectively from a payment of interest on a Loan, if on the date on which the payment falls due the relevant Lender in relation to the relevant Borrower is a Treaty Lender and the Borrower making the payment is able to demonstrate that (subject to the completion of any necessary procedural formalities by the Borrower) the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (j) below.

(h)                           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.

(i)                               As soon as reasonably practicable, after 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.

(j)

(i)                                      Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in promptly completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

(ii)                                   With respect to a payment by a UK Source Obligor, nothing in paragraph (i) above shall require a Treaty Lender to:

(A)                           register under the HMRC DT Treaty Passport scheme;

(B)                             apply the HMRC DT Treaty Passport scheme to any Loan or Utilisation if it has so registered; or

(C)                             file forms in relation to a double taxation treaty if it has:

(i)                                  included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (m) below or paragraph (a) of Clause 13.7 (HMRC DT Treaty Passport scheme confirmation); or

(ii)                               notified the Company of its scheme reference number and its jurisdiction of tax residence pursuant to paragraph (o) below,

and the Obligor making that payment has not complied with its obligations under paragraph (n) below, paragraph (b) of Clause 13.7 (HMRC DT Treaty Passport scheme confirmation) or paragraph (p) below.

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(k)                            A UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Company by entering into this Agreement.

(l)                               A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in the position from that set out in the Tax Confirmation.

(m)                         A Treaty Lender which becomes a Party on the day on which this Agreement is entered into that (i) holds a passport under the HMRC DT Treaty Passport scheme, and (ii) which then wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Obligor) by including its scheme reference number opposite its name in Part II of Schedule 1 (The Original Parties).

(n)                           Where a Lender includes the indication described in paragraph (m) above in Part II of Schedule 1 (The Original Parties):

(i)                                      each Original Borrower which is a UK Source Obligor shall file a duly completed form DTTP-2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing; and

(ii)                                   each Additional Borrower which is a UK Source Obligor shall file a duly completed form DTTP-2 in respect of such Lender with HM Revenue & Customs within 30 days of becoming an Additional Borrower and shall promptly provide the Lender with a copy of that filing.

(o)                           Where permitted and effective in accordance with the HMRC DT Treaty Passport Scheme, a Treaty Lender which has not included the indication described in paragraph (m) above or the indication described in paragraph (a) of Clause 13.7 (HMRC DT Treaty Passport scheme confirmation) but which holds a passport under the HMRC DT Treaty Passport scheme and subsequently wishes that scheme to apply to this Agreement shall notify the Company (without liability to any Obligor) of its scheme reference number and its jurisdiction of tax residence, provided that such notice must be effective in accordance with Clause 31 (Notices) at least 10 Business Days prior to any applicable deadline for submission of form DTTP-2.

(p)                           Where a Lender notifies the Company of its scheme reference number and its jurisdiction of tax residence pursuant to paragraph (o) above:

(i)                                      each Borrower which is a UK Source Obligor which is a Party as a Borrower as at the date on which that notice becomes effective in accordance with Clause 31 (Notices) shall file a duly completed form DTTP-2 in respect of such Lender with HM Revenue & Customs within 10 Business Days of that date or, if earlier, prior to any applicable deadline for submission of form DTTP-2 and shall promptly provide the Lender with a copy of that filing; and

(ii)                                   each Additional Borrower which is a UK Source Obligor which becomes an Additional Borrower after the date on which that notice becomes effective in accordance with Clause 31 (Notices) shall file a duly completed form DTTP-2 in respect of such Lender with HM Revenue & Customs within 30 days of becoming an Additional Borrower and shall promptly provide the Lender with a copy of that filing.

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(q)                           If a Lender has not either:

(i)                                      included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (m) above or paragraph (a) of Clause 13.7 (HMRC DT Treaty Passport scheme confirmation); or

(ii)                                   notified the Company of its scheme reference number and its jurisdiction of tax residence pursuant to paragraph (o) above,

no Obligor shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Loan or Utilisation.

13.3                     Tax indemnity

(a)                            The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)                           Paragraph (a) above shall not apply:

(i)                                      with respect to any Tax assessed on a Finance Party:

(A)                           under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)                             under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)                                   to the extent a loss, liability or cost:

(A)                           is compensated for by an increased payment under Clause 13.2 (Tax gross up); or

(B)                             would have been compensated for by an increased payment under Clause 13.2 (Tax gross up) but was not so compensated solely because one of the exclusions in paragraphs (d), (e), (f) or (g) of Clause 13.2 (Tax gross up) applied.

(c)                            A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.

(d)                           A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Agent.

13.4                     Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

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

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(b)                                  that Finance Party has obtained, utilised and fully retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

13.5                     Stamp taxes

The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, stamp duty land tax, registration, notarial and other similar Taxes payable in respect of any Finance Document except for any Luxembourg registration duties (droit d’enregistrement) payable due to a registration of any Finance Document when such registration is or was not required to maintain or preserve the rights of any Finance Party under the Finance Documents.

13.6                     Lender Status Confirmation

With respect to each English Borrower, French Borrower or German Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(a)                            not a Qualifying Lender;

(b)                           a Qualifying Lender (other than a Treaty Lender); or

(c)                            a Treaty Lender.

If a New Lender fails to indicate its status in accordance with this Clause 13.6 in relation to a Borrower, then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender with respect to such Borrower until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 13.6.

13.7                     HMRC DT Treaty Passport scheme confirmation

(a)                            A New Lender or an Increase Lender that is a Treaty Lender that (i) holds a passport under the HMRC DT Treaty Passport scheme, and (ii) which then wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Obligor) in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes by including its scheme reference number in that Transfer Certificate, Assignment Agreement or Increase Confirmation.

(b)                           Where a New Lender or an Increase Lender includes the indication described in paragraph (a) above in the relevant Transfer Certificate, Assignment Agreement or Increase Confirmation:

(i)                                      each Borrower which is a Party as a Borrower as at the relevant Transfer Date shall file a duly completed form DTTP-2 in respect of such Lender with HM Revenue & Customs within 30 days of that Transfer Date and shall promptly provide the Lender with a copy of that filing; and

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(ii)                                   each Additional Borrower which becomes an Additional Borrower after the relevant Transfer Date shall file a duly completed form DTTP-2 in respect of such Lender with HM Revenue & Customs within 30 days of becoming an Additional Borrower and shall promptly provide the Lender with a copy of that filing.

13.8                     VAT

(a)                            All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)                           If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier or, if the Recipient has to account to the relevant tax authority for such VAT under the reverse charge procedure, to the Recipient (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

(c)                            Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d)                           Any reference in this Clause 13.8 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to:

(i)                                      have the same meaning as in the Value Added Tax Act 1994 with regard to England and Wales; or

(ii)                                   (where applicable) with regard to another jurisdiction and in relation to VAT or any other tax of a similar nature, refer to an equivalent entity under the relevant laws of such jurisdiction to that referred to in paragraph (i) above).

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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, administration or application of) any law or regulation or (ii) compliance with any law or regulation made 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,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations 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 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 (and reasonable details of the calculation) of its Increased Costs.

14.3                     Exceptions

(a)                            Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

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

(ii)                                   compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied);

(iii)                                compensated for by the payment of the Mandatory Cost;

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

(v)                                  attributable to any day more than six months before the first date on which an officer of the relevant Finance Party, which officer is involved in the financing extended pursuant to this Agreement, becomes aware of the relevant Increased Cost.

(b)                           In this Clause 14.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 13.1 (Definitions).

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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,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(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

The Company shall, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(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 Finance Party alone); or

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

15.3                     Indemnity to the Agent

The Company shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a)                                   investigating any event which it reasonably believes is a Default;

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

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16.         MITIGATION BY THE LENDERS

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 pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased costs) and paragraph 3 of Schedule 4 (Mandatory Cost Formulae) 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 promptly 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

The Company shall within three Business Days of demand and delivery of invoices pay the Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

(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

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 29.10 (Change of currency), the Company shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

17.3       Enforcement costs

The Company shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

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SECTION 7

GUARANTEE

18.         GUARANTEE AND INDEMNITY

18.1       Guarantee and indemnity

The Company irrevocably and unconditionally:

(a)            guarantees, as primary obligor and not merely as surety, 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, the Company shall immediately on demand pay that amount as if it was the principal obligor; and

(c)            agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Company under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

18.2       Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part or any increase of the Commitments, and this guarantee constitutes a guarantee of payment and not of collection.

18.3       Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Company under this Clause 18 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

18.4       Waiver of defences

The obligations of the Company under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:

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

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(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, waiver, modification, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(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

The Company waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Company under this Clause 18.  This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

18.6       Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(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 the Company shall not be entitled to the benefit of the same; and

(b)           hold in an interest-bearing suspense account any moneys received from the Company or on account of the Company’s liability under this Clause 18.

18.7       Deferral of Company’s rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, the Company will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18:

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(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;

(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;

(d)           to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Company has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);

(e)            to exercise any right of set-off against any Obligor; and/or

(f)            to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If the Company receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 29 (Payment mechanics).

18.8       Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

18.9       Dollar conversion

Any amount payable in the Base Currency by the Company pursuant to the Finance Documents shall be paid, at the written request of any Finance Party in relation to any amounts payable to such Finance Party only, in dollars either:

(i)             in New York; or

(ii)            in such other jurisdiction as such Finance Party may elect.

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19.         REPRESENTATIONS

The Company (in relation to itself and each other Obligor as applicable) makes the representations and warranties set out in this Clause 19 to each Finance Party on the date of this Agreement.

19.1       Status

(a)         It is a US corporation, duly incorporated and in good standing under the law of its jurisdiction of its place of incorporation and each other member of the Group is duly incorporated (or in the case of any other member of the Group in the US that is not a corporation, duly organised) and validly existing under the law of its jurisdiction of the place of its incorporation or organisation (as applicable).

(b)         It and each of its Subsidiaries possesses the capacity to sue and be sued in its own name and has the power to own its assets and carry on its business as it is being conducted except, in the case of a member of the Group which is not an Obligor, where failure to possess such capacity or to have such power could not reasonably be expected to have a Material Adverse Effect.

19.2       Binding obligations

Subject to the Reservations, the obligations of each Obligor expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations.

19.3       Non-conflict with other obligations

The entry into and performance by each Obligor of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a)            any law or regulation applicable to it (including Regulations U and X);

(b)           its constitutional documents; or

(c)            any agreement or instrument binding upon it or any of its assets (in a manner which has or could reasonably be expected to have a Material Adverse Effect).

19.4       Power and authority

Each Obligor has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

19.5       Validity and admissibility in evidence

All Authorisations required:

(a)            for the conduct of the business, trade and ordinary activities of it and each of its Subsidiaries or the ownership of their respective assets (except to the extent that failure to make pay or obtain the same could not reasonably be expected to have a Material Adverse Effect);

(b)           to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

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(c)            to make the Finance Documents to which each Obligor is a party, subject to the Reservations, admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

19.6       No default

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

19.7       No breach

It and each of its Subsidiaries is not in breach of, or in default under, any agreement to which it is  a party or which is binding on it or any of its assets, in a manner or to an extent which could reasonably be expected to have a Material Adverse Effect.

19.8       No misleading information

(a)         Any written factual information provided by or on behalf of any member of the Group to any Finance Party (including for the purposes of the Information Package) for the purposes of the Facility 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)         Any financial projections contained in the Information Package have been prepared on the basis of recent historical information and on the basis of assumptions which were reasonable in light of the facts and circumstances then existing.

(c)         To the best of its knowledge and belief, nothing has occurred or been omitted from the Information Package and no information has been given or withheld that results in the information provided to any Finance Party (including the information contained in the Information Package) being untrue or misleading in any material respect as at the date thereof.

19.9       Financial statements

(a)         The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b)         The Original Financial Statements fairly represent the financial condition and operations (consolidated in the case of the Company) of the relevant Obligor as at the end of and for the relevant financial year.

(c)         Each of the latest financial statements delivered under Clause 20.1(a) (Financial statements) is prepared in accordance with GAAP and fairly represents the financial position of the relevant company as at the date of such financial statements and the results of its operations and its cash flows for the annual period ended on such date; and

(d)         Each of the latest unaudited quarterly consolidated statements of income, stockholders’ equity and cash flows of the Company delivered under Clause 20.1(b) (Financial statements) fairly represents the consolidated financial condition and operations of the Company as at the date of such quarterly financial statements and the consolidated results of operations and cash flows for the relevant quarterly period, subject to normal year-end audit adjustments and the absence of footnotes.

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19.10     Pari passu ranking

The payment obligations of each Obligor under the Finance Documents rank at least pari passu with all its other unsecured and unsubordinated Financial Indebtedness, except for any obligations which are mandatorily preferred by law and not by contract.

19.11     No proceedings pending or threatened

No litigation, arbitration, investigation or administrative proceedings of or before any court, arbitral body or agency have been started or, to the knowledge of the Company’s officers, have been threatened against it or any of its Subsidiaries which in each case could reasonably be expected to have a Material Adverse Effect, except for Disclosed Claims.

19.12     Compliance with laws and regulations

It and each of its Subsidiaries has complied in all material respects with all applicable laws and regulations (including Environmental Laws) to which it may be subject in each case where failure to do so could reasonably be expected to have a Material Adverse Effect.

19.13     Environmental

(a)         It and each of its Subsidiaries has and has at all times complied with all applicable Environmental Law, non-compliance with which could reasonably be expected to have a Material Adverse Effect.

(b)         Every consent, authorisation, licence or approval required under or pursuant to any Environmental Law by it and each of its Subsidiaries in connection with the conduct of its business and the ownership, use, exploitation or occupation of its assets, the absence or lack of which could reasonably be expected to have a Material Adverse Effect, has been obtained and is in full force and effect.

(c)         There has been no default in the observance of the conditions and restrictions (if any) imposed in, or in connection with, any of the same which default could reasonably be expected to have a Material Adverse Effect.

(d)         No circumstances have arisen (i) which would entitle any person to revoke, suspend, amend, vary, withdraw or refuse to amend any of the same or (ii) which might give rise to a claim against it and each of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect having regard to the cost to that company of meeting such a claim.

19.14     No Security

(a)         No Security other than Permitted Security exists over all or any part of the assets of it or any of its Subsidiaries.

(b)         The execution of the Finance Documents by each Obligor and the exercise of each of their respective rights and the performance of each of their respective obligations under the Finance Documents will not result in the creation of, or any obligation to create, any Security over or in respect of any of their assets.

19.15     No Material Adverse Change

Since 31 December 2009, no event has occurred which has had, or could be reasonably expected to have, a Material Adverse Effect.

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19.16     Taxes

(a)         It and each of its Subsidiaries has complied in all material respects with all Tax laws in all jurisdictions in which it is subject to Tax and has paid all Tax due and payable by it.

(b)         No claims are being asserted against it or any of its Subsidiaries in respect of Tax which could reasonably be expected to have a Material Adverse Effect except for assessments in relation to the ordinary course of its business or claims contested in good faith and in respect of which adequate provision has been made and disclosed in the latest audited consolidated financial statements of the Company (or latest accounts audited if required by law of the relevant Obligor) or other information delivered to the Agent under this Agreement.

19.17     ERISA

(a)

(i)             Neither the Company nor any other member of the Controlled Group maintains, or is obliged to contribute to, any Multiemployer Plan or has incurred, or is reasonably expected to incur, any withdrawal liability to any Multiemployer Plan.

(ii)            Each Plan complies with all applicable requirements of law and regulations.

(iii)           Neither the Company nor any member of the Controlled Group has, with respect to any Plan, failed to make any contribution or pay any amount required under Section 412 of the Code or Section 302 of ERISA or the terms of such Plan.

(iv)          There are no pending or, to the knowledge of the Company, threatened claims, actions, investigations or lawsuits against any Plan, any fiduciary thereof, or the Company or any member of the Controlled Group with respect to a Plan.

(v)           Neither the Company nor any member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Plan which would subject such person to any liability.

(vi)          Within the last five years neither the Company nor any member of the Controlled Group has engaged in a transaction which resulted in a Single Employer Plan with an Unfunded Current Liability being transferred out of the Controlled Group.

(vii)         No ERISA Termination Event has occurred or is reasonably expected to occur with respect to any Plan which is subject to Title IV of ERISA.

(viii)        The Company will not, and will not permit any member of the Controlled Group to (i) seek a waiver of the minimum funding standards under ERISA, (ii) terminate or withdraw from any Plan or (iii) take any other action with respect to any Plan which would reasonably be expected to entitle the PBGC to terminate, impose liability in respect of, or cause a trustee to be appointed to administer, any Plan.

(b)         The representations and warranties contained in Clause 19.17(a) shall only be breached if the circumstances relating to any actual breach have, or could reasonably be expected to have, a Material Adverse Effect.

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19.18     Federal Reserve Regulations

No part of the proceeds of any Loan will be used, directly or indirectly, to purchase or carry any Margin Stock within the meaning of Regulation U in a manner that would violate Regulation U.

19.19     Investment Company

Neither it nor any of its Subsidiaries is, or after giving effect to any Loan, will be an “investment company” or a company “controlled” by an “investment company” within the meaning of the US Investment Company Act of 1940.

19.20     Ownership of Properties

(a)         As at the date of this Agreement, it and its Subsidiaries has a subsisting leasehold or freehold interest in, or good and marketable title to, free of all Security, other than any Permitted Security, all of the properties and assets reflected in the Original Financial Statements as being owned by it, except for assets sold, transferred or otherwise disposed of in the ordinary course of business since the date thereof;

(b)         It and its Subsidiaries own or possess rights to use all licences, patents, patent applications, copyrights, service marks, trademarks and trade names necessary to continue to conduct their business as heretofore conducted, and no such licence, patent or trademark has been declared invalid, been limited by order of any court or by agreement or is the subject of any infringement, interference or similar proceeding or challenge, except for proceedings and challenges which could not reasonably be expected to have a Material Adverse Effect.

19.21     Insurance

The Group as a whole maintains, with financially sound and reputable insurance companies, insurance on its assets in such amounts and covering such risks as is consistent with sound business practice.

19.22     Insurance Licences

No material licence, permit or authorisation of any of it or its Subsidiaries to engage in the business of insurance or insurance-related activities is the subject of a proceeding for suspension or revocation, except where such suspension or revocation would not individually or, when aggregated, have a Material Adverse Effect.

19.23     Dutch Borrowers

(a)         To the best of its knowledge, each Dutch Borrower complies with the Dutch Financial Supervision Act and, to the extent applicable, any regulations promulgated thereunder.

(b)         Each Dutch Borrower has verified that each Original Lender qualifies as a Professional Market Party and that it will have verified that each New Lender qualifies as a Professional Market Party.

(c)         Each Dutch Borrower has given any works council (ondernemingsraad) that under the Works Council Act (Wet op de ondernemingsraden) has the right to give advice in relation to the entry into and performance of this Agreement, the opportunity to give such advice and has obtained unconditional positive advice from such works council.

19.24     Anti-Terrorism Law

Neither the Company, nor to the knowledge of the Company, any of its Affiliates, or its respective brokers or other agents acting or benefiting in any capacity in connection with the Commitment

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(i) is in violation of any Anti-Terrorism Law; (ii) is a Designated Person; (iii) conducts any business with or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Designated Person; or (iv) deals in any property or interest in property blocked pursuant to any Anti-Terrorism Law (it being acknowledged that this Clause 19.24 only applies to an Affiliate to the extent that it can so comply without breaching any law or regulation applicable to it).

19.25     Material Subsidiaries

Each member of the Group which, as at the date of this Agreement, is a Material Subsidiary is listed in Schedule 12 (Material Subsidiaries).

19.26     Governing law and enforcement

(a)         Subject to the Reservations, the choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.

(b)         Subject to the Reservations, any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

19.27     Repetition

The Repeating Representations are deemed to be made by the Company (for itself and each other Obligor as applicable) by reference (except where the contrary is expressly stated) to the facts and circumstances then existing on:

(a)            the date of each Utilisation Request and the first day of each Interest Period; and

(b)           in the case of an Additional Borrower, the day on which that Additional Borrower becomes (and on which it is proposed that the Additional Borrower becomes) an Additional Borrower.

20.         INFORMATION UNDERTAKINGS

The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

20.1       Financial statements

The Company shall supply to the Agent in sufficient copies for all the Lenders:

(a)            as soon as the same become available, (but in any event, in the case of the Company, within 90 days after the end of each of its Financial Years and, in the case of each other Obligor, within 120 days after the end of each of their respective Financial Years)

(i)           its audited consolidated financial statements for that Financial Year;

(ii)          the unaudited financial statements for each of Aon Southern Europe B.V. and Aon Group International B.V. for that Financial Year; and

(iii)         the financial statements of each other Obligor for that Financial Year audited to the extent required by the law of the jurisdiction of incorporation of such Obligor,

together with, where appropriate, a copy of the management letter (if any) addressed by the auditors to the directors of the relevant Obligor in connection with its auditing of the

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relevant accounts as soon as reasonably practicable after receipt of the letter by that Obligor,

(b)           as soon as the same become available, (but in any event within 45 days after the end of each consecutive period of 3 months ending on a Quarter Date), its unaudited consolidated quarterly statements of income, stockholders’ equity and cash flows for that financial quarter certified by the chief financial officer of the Company as fairly presenting the consolidated financial position of the Company as at, and for the quarterly period ending on, such Quarter Date, subject to normal year end adjustments and the absence of footnotes.

20.2       Compliance Certificate

(a)         The Company shall supply to the Agent, with each set of financial statements delivered pursuant to paragraph (a)(i) and paragraph (b) of Clause 20.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial covenants) as at the date as at which those financial statements were drawn up.

(b)         Each Compliance Certificate shall be signed by the chief financial officer, vice-president or controller of the Company and, if required to be delivered with the financial statements delivered pursuant to paragraph (a)(i) of Clause 20.1 (Financial statements), shall be reported on by the Company’s auditors in the form agreed by the Company and all the Lenders before the date of this Agreement.

20.3       Requirements as to financial statements

(a)         Each set of financial statements delivered by the Company pursuant to Clause 20.1 (Financial statements) shall be certified by a director or an officer of the relevant company as fairly representing its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up.

(b)         The Company shall procure that each set of financial statements delivered pursuant to Clause 20.1 (Financial statements) is prepared using GAAP.

20.4       Material Subsidiaries

With each set of financial statements delivered by the Company under paragraph (a)(i) of Clause 20.1 (Financial statements) (and within 14 days after any request made by the Agent), the Company shall supply to the Agent a certificate listing the Material Subsidiaries as at the end of the relevant Financial Year.

20.5       Information: miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a)            all documents dispatched by the Company to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b)           promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which could reasonably be expected to have a Material

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Adverse Effect (including, for the avoidance of doubt, any changes to existing litigation, arbitration or administrative proceedings); and

(c)            promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Agent) may reasonably request.

20.6       Notification

The Company shall notify the Agent promptly upon becoming aware of:

(a)            any change in the Debt Rating Level; and

(b)           any occurrence (including any third party claim or liability but other than of a general economic or political nature) which could reasonably be expected to have a Material Adverse Effect.

20.7       Plans

(a)         The Company shall deliver to the Agent promptly upon learning thereof, notice that a Plan is in ‘at risk’ status within the meaning of Section 303 of ERISA or Section 430(i)(4) of the Code, and, within 270 days after the close of each Financial Year, a statement of the funded target attainment percentage of each Plan, certified as correct by an actuary enrolled under ERISA.

(b)         As soon as possible and in any event within 10 days after the Company knows that any ERISA Termination Event has occurred with respect to any Plan, the Company shall deliver a statement, signed by the chief financial officer of the Company, describing such ERISA Termination Event and the action which the Company proposes to take with respect thereto, provided that no such notice shall be required to be given unless such ERISA Termination Event could reasonably be expected to result in liabilities of the Company in excess of US$25,000,000.

20.8       Securities and Exchange Commission

Promptly after they are filed, the Company shall deliver to the Agent copies of all registration statements and annual, quarterly, monthly or other regular reports which any member of the Group files with the US Securities and Exchange Commission (including (but not limited to) Form 10-K, 10-Q and 8-K statements) other than Form S-8 (or successor forms) registration statements and other registration statements or reports relating to employee stock programs.

20.9       Notification of default

The Company shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

20.10     “Know your customer” checks

(a)         If:

(i)             the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)            any change in the status of an Obligor after the date of this Agreement; or

(iii)           a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

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obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)         Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c)         The Company shall, by not less than 10 Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Borrower pursuant to Clause 25 (Changes to the Obligors).

(d)         Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Borrower obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Borrower.

20.11     Use of websites

(a)         The Company may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Company and the Agent (the “Designated Website”) if:

(i)             the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)            both the Company and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)           the information is in a format previously agreed between the Company and the Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Agent shall notify the Company accordingly and the Company shall supply

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the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event the Company shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

(b)         The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Company and the Agent.

(c)         The Company shall promptly upon becoming aware of its occurrence notify the Agent if:

(i)             the Designated Website cannot be accessed due to technical failure;

(ii)            the password specifications for the Designated Website change;

(iii)           any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)          any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)           the Company becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Company notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Company under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d)         Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  The Company shall comply with any such request within ten Business Days.

21.         FINANCIAL COVENANTS

21.1       Financial condition

The Company shall ensure that:

(a)            the ratio of EBITDA to Consolidated Interest Expense for any Relevant Period will not be less than 4 to 1; and

(b)           the ratio of Borrowings on each Quarter Date (being the end of each Relevant Period) to EBITDA for that Relevant Period will not exceed 3 to 1 provided that in the event that the Senior Notes are issued prior to the Term Loan Closing Date and the proceeds thereof are held in escrow pursuant to arrangements reasonably satisfactory to the administrative agent under the Term Loan Agreement, the outstanding principal amount of the Senior Notes for the purpose of determining “Borrowings” at any time prior to the Term Loan Closing Date shall be deemed to be the excess (if any) of the outstanding principal amount of the Senior Notes over the escrowed proceeds thereof.

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21.2       Financial covenant calculations

(a)         For the purposes of Clause 21.1 (Financial Condition), Borrowings, EBITDA and Consolidated Interest Expense shall be determined by reference to the appropriate quarterly management accounts and, once delivered, the audited consolidated financial statements of the Company, in each case, most recently delivered to the Agent under Clause 20.1(a) and (b) (Financial statements).

(b)         In the event of any change in GAAP, accounting practices or financial reference periods, such that GAAP, the accounting practices or financial reference periods applied in the preparation of any financial statements referred to in paragraph (a) is not consistent with GAAP, the accounting practices or financial reference periods applied in the preparation of the Company’s Original Financial Statements, the Company shall provide to the Agent, if necessary for the determination of compliance with Clause 21.1 (Financial condition), a statement of reconciliation conforming such financial statements to the Company’s Original Financial Statements.

21.3       Definitions

In this Clause 21:

“Borrowings” means, as at any particular time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of the Financial Indebtedness of members of the Group (other than any indebtedness referred to in paragraphs (g) and (i) of the definition of Financial Indebtedness).

For this purpose, any amount outstanding or repayable in a currency other than dollars shall on that day be taken into account in its dollar equivalent at the rate of exchange that would have been used had an audited consolidated balance sheet of the Group been prepared as at that day in accordance with the GAAP applicable to the Original Financial Statements of the Company.

“Consolidated Interest Expense” means, in relation to a Relevant Period, the consolidated net interest expense of the Group (for the avoidance of doubt, this definition shall be construed so as to be consistent with US GAAP).

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Group calculated on a consolidated basis for such period.

“EBITDA” means Consolidated Net Income plus (a) to the extent deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortisation, (v) extraordinary losses incurred other than in the ordinary course of business, (vi) the Transaction Costs and (vii) non recurring cash charges incurred for such period in connection with the Merger in an amount not to exceed US$50,000,000 in aggregate during the term of this Agreement minus (b) to the extent included in Consolidated Net Income, extraordinary gains realised other than in the ordinary course of business, all calculated for the Group on a consolidated basis.

“Relevant Period” means each period of four consecutive accounting quarters ending on a Quarter Date.

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22.         GENERAL UNDERTAKINGS

The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

22.1       Authorisations

The Company shall (and shall procure that each member of the Group shall) promptly obtain, comply with and do all that is necessary to maintain in full force and effect; and supply certified copies to the Agent of any Authorisation required under any law or regulation:

(a)            for the conduct of its business, trade and ordinary activities save to the extent that failure to obtain, maintain or comply with the same could reasonably be expected not to have a Material Adverse Effect; and

(b)           to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

22.2       Compliance with laws

The Company shall (and shall procure that each member of the Group shall) comply in all respects with all laws to which it may be subject, if failure so to comply could reasonably be expected to have a Material Adverse Effect.

22.3       Negative pledge

The Company shall not (and shall ensure that no other member of the Group shall) create or permit to subsist any Security over any of its assets other than Permitted Security.

22.4       Merger

The Company will not, nor will it permit any member of the Group to, enter into any amalgamation, demerger, merger or reconstruction with or into any other person, except that:

(a)            a wholly-owned Subsidiary may merge into the Company or any wholly-owned Subsidiary of the Company;

(b)           the Company or any member of the Group may enter into any amalgamation, demerger, merger or reconstruction with any other person so long as, in the case of such a transaction to which the Company is a party, the Company is the continuing or surviving corporation, and, in the case of such a transaction to which any member of the Group is a party, the surviving corporation is a Subsidiary of the Company, and in any such case, prior to and after giving effect to such amalgamation, demerger, merger or reconstruction, no Default or Event of Default is continuing; and

(c)            any member of the Group may enter into any amalgamation, demerger, merger or reconstruction as a means of effecting a disposition or acquisition which would not result in a Default or Event of Default,

provided that, in the case of an Obligor, the Agent (if it so requests) receives an opinion in terms satisfactory to it and from counsel approved by it to the effect that after the relevant amalgamation, demerger, merger or reconstruction, the relevant Obligor remains bound by the terms of this Agreement.

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22.5       Conduct of business

The Company will, and will cause each Subsidiary to, (a) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is conducted on the date of this Agreement taking into account the Merger Agreement and Merger, and will not, and will not permit any of its Subsidiaries to, engage in any business other than (i) businesses in the same fields of enterprise as now conducted by the Company and its Subsidiaries or the Target and its Subsidiaries or (ii) businesses that are reasonably related or incidental thereto or that, in the judgment of the board of directors of the Company, are reasonably expected to materially enhance the other businesses in which the Company and its Subsidiaries are engaged, and (b) do all things necessary to remain duly organized, validly existing and in good standing in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where failure to be in such good standing or so qualified or authorised could not reasonably be expected to have a Material Adverse Effect, provided, however, that nothing in this Clause 22.5 shall prohibit the dissolution or sale, transfer or other disposition of any Subsidiary that is not otherwise prohibited by this Agreement.

22.6       Taxes

The Company shall (and shall ensure that each member of the Group shall) pay and discharge all Taxes and governmental charges payable by or assessed upon it in accordance with good business practice unless, and only to the extent that, such Taxes and charges shall be contested in good faith by appropriate proceedings, pending determination of which payment may lawfully be withheld, and there shall be set aside adequate reserves with respect to any such Taxes or charges so contested in accordance with GAAP.

22.7       Insurance

The Company shall procure that the Group as a whole maintains with financially sound and reputable insurance companies, insurance on its assets and in such amounts and covering such risks as is consistent with sound business practice.

22.8       Maintenance of assets

The Company shall (and shall ensure that each member of the Group shall) do all things necessary to maintain, preserve, protect and keep its assets in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements which are required in accordance with good business practice so that its business carried on in connection therewith may be properly conducted at all times.

22.9       Access

Upon reasonable notice being given to the Company by the Agent, the Company shall permit the Agent and the Lenders and any person (being an accountant, auditor, solicitor, valuer or other professional adviser of the Agent) authorised by the Agent or Lender to have upon its reasonable request and at all reasonable times during normal business hours, access to any of the assets, premises, accounting books and records of any member of the Group and to discuss the affairs, finances and accounts of any member of the Company with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Agent or Lenders may designate.

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22.10     ERISA

(a)         The Company shall fulfil, and cause each member of the Controlled Group to fulfil, its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan except where failure to fulfil such obligations individually or in aggregate would not have a Material Adverse Effect.

(b)         The Company shall comply, and cause each member of the Controlled Group to comply, with all applicable provisions of ERISA and the Code with respect to each Plan, except where such failure to comply individually or in aggregate would not have a Material Adverse Effect.

(c)         The Company shall not, and not permit any member of the Controlled Group to, (i) seek a waiver of the minimum funding standards under ERISA, (ii) terminate or withdraw from any Plan or (iii) take any other action with respect to any Plan which would reasonably be expected to entitle the PBGC to terminate, impose liability in respect of, or cause a trustee to be appointed to administer, any Plan, unless the actions or events described in (i), (ii) or (iii) above individually or in the aggregate would not have a Material Adverse Effect.

22.11     Pari passu

The Company shall ensure that its obligations and those of each of the other Obligors under the Finance Documents shall at all times rank at least pari passu with all its other present and future unsecured and unsubordinated Financial Indebtedness, except for any obligations which are mandatorily preferred by law and not by contract.

22.12     Use of Proceeds

The Company shall not (and shall ensure that no other member of the Group shall) use any of the proceeds of the Loans to purchase or carry any Margin Stock.

22.13     Dividends

The Company shall not, so long as any Event of Default has occurred and is continuing declare or pay any dividends or other distribution in relation to its capital stock (other than dividends payable in its own capital stock) or repay or prepay, redeem or purchase or otherwise acquire or retire any of its capital stock or any options or other rights in respect thereof at any time outstanding.

22.14     Affiliates

The Company shall not (and shall ensure that no other member of the Group shall) enter into any transaction (including, without limitation, the purchase or sale of any asset or service) with, or make any payment or transfer to, any Affiliate other than transactions, payments or transfers:

(a)            between the Company and any direct or indirect wholly-owned Subsidiary of the Company or between wholly-owned Subsidiaries of the Company; or

(b)           on arms’ length terms and in the ordinary course of the day to day business, and pursuant to the reasonable requirements, of the relevant member of the Group and in accordance with good business practice.

22.15     Change in Financial Year

The Company shall not change its Financial Year to end on any date other than 31 December of each year.

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22.16     Inconsistent Agreements

(a)         The Company shall not (and shall ensure that no other member of the Group shall) enter into any indenture, agreement, instrument or other arrangement which:

(i)             directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon the incurrence of the obligations of the Obligors under the Finance Documents, the amending of the Finance Documents or the ability of any Subsidiary of the Company to:

(A)         pay dividends or make other distributions on its issued share capital;

(B)          make loans or advances to the Company; or

(C)          repay loans or advances from the Company

except (x) restrictions and limitations imposed by Law or by the Finance Documents, (y) customary restrictions and limitations contained in agreements relating to the sale of a Subsidiary or its assets that is permitted hereunder, (z) restrictions and conditions imposed by agreements relating to the Financial Indebtedness of any Subsidiary in existence at the time such Subsidiary becomes a Subsidiary but not created in contemplation of or in connection with such Subsidiary becoming a Subsidiary (or any refinancing or amendment thereof that does not result in a materially more restrictive restriction or condition), provided that such restrictions and conditions apply only to such Subsidiary and its respective Subsidiaries, (aa) in the case of any Subsidiary that is not a wholly-owned Subsidiary, customary restrictions and conditions imposed by its organisational documents or any joint venture or similar agreement, (bb) solely for the first 60 days following the Term Loan Closing Date, restrictions set forth in any indenture, agreement, instrument or other arrangement to which the Target or any of its Subsidiaries is party and (cc) where, in the case of (A), (B) and (C), any such prohibition, restraint or imposition does not, or could not reasonably be expected to, have a material adverse effect on the ability of the Company to comply with its payment obligations under the Finance Documents; or

(ii)            contains any provision which would be violated or breached by the making of Loans or by the performance by any Obligor of any of its obligations under any Finance Document.

22.17     Disposals

The Company will not make any Disposition or permit any Subsidiary to make any Disposition, except:

(a)            Dispositions of inventory in the ordinary course of business;

(b)           Dispositions of Property to the Company or any Subsidiary of the Company;

(c)            Dispositions by Subsidiaries primarily engaged in insurance underwriting or related activities from their investment portfolios in the ordinary course of business;

(d)           Dispositions of investments in cash equivalents in the usual course of treasury business; and

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(e)            any other Disposition of Property which represents no more than 25 per cent. of the consolidated gross assets of the Group, as would be shown in the consolidated financial statements of the Group as at the end of the quarter immediately preceding the date on which such determination is made, to any other person(s) in any Financial Year.

22.18     Dutch Borrowers

Each Dutch Borrower shall ensure that it complies with the Dutch Financial Supervision Act and, to the extent applicable, any regulations promulgated thereunder.

22.19     Anti-Terrorism Law

(a)         The Company will not, nor will it permit any of its Affiliates to, knowingly (i) conduct any business with or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Designated Person; or (ii) deal in, or otherwise engage in any transaction relating to, any property or interest in property blocked pursuant to any Anti-Terrorism Law (it being acknowledged that this sub-paragraph (a) only applies to an Affiliate to the extent that it can so comply without breaching any law or regulation applicable to it).

(b)         No Designated Person shall have a controlling interest of any nature whatsoever in the Company with the result that an investment in the Company (whether direct or indirect) or the Commitment would be in violation of any Anti-Terrorism Law.

22.20     Financial Indebtedness

The Company will not permit any Subsidiary to create, incur, assume or suffer to exist any Financial Indebtedness, except:

(a)            Financial Indebtedness under the Finance Documents;

(b)           Financial Indebtedness under the US Facility Agreement and any renewal and refinancing thereof, provided that the committed amount thereof is not increased and no other Subsidiary (other than a Subsidiary that becomes a borrower thereunder) becomes obligated in respect thereof;

(c)            Financial Indebtedness owed to the Company or another Subsidiary of the Company;

(d)           Financial Indebtedness under performance bonds, surety bonds or letter of credit obligations to provide security under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, and bank overdrafts, in each case, incurred in the ordinary course of business;

(e)            Financial Indebtedness of any Subsidiary existing as of the date hereof (other than Financial Indebtedness described in paragraphs (a) or (b) above), and any renewal and refinancing thereof, provided that the principal amount thereof is not increased;

(f)            Financial Indebtedness under any Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; and

(g)           other Financial Indebtedness in an aggregate amount outstanding at any time not to exceed €2,000,000,000, minus the amount of Financial Indebtedness then outstanding under this Agreement and any renewal or refinancing thereof.

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22.21               Post-closing Filing

(a)                            Without prejudice to its statutory obligations, AON Finance Luxembourg S.à r.l shall:

(i)                                      make a mandatory filing with the Luxembourg Register of Commerce and Companies with respect to its financial year ended 31 December 2009; and

(ii)                                   file its annual accounts for its financial year ended 31 December 2009 with the Luxembourg Register of Commerce and Companies, including publishing its annual accounts in the Luxembourg State Gazette (Memorial C),

and shall deliver evidence of the same to the Agent within one Month of the date of this Agreement.

(b)                           No Utilisation Request relating to  AON Finance Luxembourg S.à r.l as Borrower may be delivered to the Agent unless the Agent has received evidence of the filings specified in paragraph (a) above in form and substance satisfactory to it within the timeframe specified in paragraph (a) above.

23.                           EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 23 is an Event of Default (save for Clause 23.16 (Acceleration)).

23.1                     Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a)                                   its failure to pay is caused by:

(i)                                  administrative or technical error; or

(ii)                               a Disruption Event; and

(b)                                  payment is made within five Business Days of its due date.

23.2                     Financial covenants

Any requirement of Clause 21 (Financial covenants) is not satisfied.

23.3                     Other obligations

(a)                            An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 23.1 (Non-payment) and Clause 23.2 (Financial covenants)).

(b)                           No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 20 days of the earlier of (A) the Agent giving notice to the Company and (B) the Company becoming aware of the failure to comply.

23.4                     Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect in any material respect when made or deemed to be made.

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23.5                     Cross default

(a)                            Any Financial Indebtedness of any member of the Group is not paid when due (taking into account any originally applicable grace period.)

(b)                           Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)                            Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d)                           No Event of Default will occur under this Clause 23.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (c) above is less than US $25,000,000 (or its equivalent in any other currency or currencies).

23.6                     Insolvency

Any Obligor or any Material Subsidiary:

(a)                                   (other than in the case of a Dutch entity) becomes insolvent, commits an act of bankruptcy, suspends payment of its debts or is unable or admits its inability to pay its debts as they fall due or is over-indebted (überschuldet) or in the case of a Dutch entity, is in a position that it has ceased to pay its debts (verkeert in de toestand dat hij heeft opgehouden te betalen) within the meaning of Section 1 of the Dutch Bankruptcy Act (Faillissementswet) or in the case of an entity incorporated in the Grand Duchy of Luxembourg, it has been declared in state of bankruptcy (en faillite), it is subject to controlled management (gestion contrôllée), general settlement or composition with creditors (concordat préventif de faillite), or any moratorium or reprieve from payment (suspension de paiements).

(b)                                  by reason of actual or anticipated financial difficulty commences negotiations with one or more of its creditors with a view to the readjustment or rescheduling of any of its Financial Indebtedness;

(c)                                   proposes or enters into any composition, general assignment or other arrangement for the benefit of its creditors generally or any class of creditors; or

(d)                                  any Dutch Borrower or Material Subsidiary incorporated in the Netherlands gives notice under section 36(2) of the Dutch 1990 Tax Collection Act (Invorderingswet 1990).

23.7                     Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a)                                   the suspension of payments, a moratorium of any indebtedness, bankruptcy, winding-up, dissolution, administration, reorganisation or any other insolvency proceedings (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or any Material Subsidiary other than:

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(i)                                  in relation to a solvent liquidation, reconstruction or reorganisation of an Obligor or Material Subsidiary, the terms of which have been previously approved in writing by the Majority Lenders; or

(ii)                               any winding up or petition which is frivolous or vexatious and which is, in any event, discharged within 21 days of its presentation and before it is advertised.

(b)                                  the appointment of a liquidator (other than in respect of a solvent liquidation of an Obligor or Material Subsidiary, the terms of which have been previously approved in writing by the Majority Lenders), trustee in bankruptcy, receiver, administrative receiver, administrator, custodian, conservator, sequestrator, compulsory manager or other similar officer in respect of an Obligor or a Material Subsidiary, a Substantial Portion of the assets of the Group;

(c)                                   a petition for insolvency proceedings in respect of its assets (Antrag auf Eröffnung eines Insolvenzverfahrens) is filed, threatened to be filed or any event occurs which constitutes a cause for the initiation of insolvency proceedings (Eröffnungsgrund) as set out in sections 17 et seg. of the German Insolvency Code (Insolvenzordnung);

(d)                                  actions are taken pursuant to section 21 of the German Insolvency Code by a competent court;

(e)                                   a French Obligor proceedings for the appointment of a mandataire ad hoc or for a conciliation in accordance with articles L. 611-3 to L. 611-15 of the French Code de commerce or a judgment for sauvegarde, redressement judiciaire, cession totale de l’entreprise or liquidation judiciaire is entered in relation to a French Obligor under articles L. 620-1 to L.644-6 of the French Code de commerce,

or any analogous procedure or step is taken in any jurisdiction in respect of an Obligor or any Material Subsidiary.

23.8                     Attachment or Distress

A creditor or encumbrancer attaches or takes possession of, or a distress, execution (including by way of executory attachment (executoriaal beslag) or interlocutory attachment (conservatoir beslag), sequestration or other process is levied or enforced upon or sued out against the assets of the Company or any member of the Group which assets amount to a Substantial Portion and such process is not discharged within 28 days except that, in the case of a Dutch Borrower, no such grace period shall apply in case of an executory attachment (“executoriaal beslag”).

23.9                     Expropriation

Any court, government or government agency shall condemn, seize or otherwise appropriate, or take custody or control of (each an “Expropriation”), all or any portion of the assets of any member of the Group which, when taken together with all other assets of the Group so condemned, seized, appropriated or taken custody or control of, during the 12 month period ending with the month in which any such Expropriation occurs, constitutes a Substantial Portion.

23.10               Undischarged Judgment

Any Obligor or Material Subsidiary fails within 30 days to pay, bond, or otherwise discharge any judgment or order for the payment of an amount in excess of US $25,000,000 (or multiple

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judgments or orders for the payment of an aggregate amount of US $50,000,000) unless such judgment (or judgments) are being contested in good faith and no enforcement actions have been commenced in relation thereto.

23.11               Non-issuance of Audit Report or Qualification of Financial Statements

The auditors of the Company do not issue an audit report or the auditors of the Company issue a qualification in respect of the audited consolidated financial statements of the Company for any of its Financial Years where the circumstances to which such qualification relates have, or could reasonably be expected to have, a Material Adverse Effect.

23.12               Ownership of the Obligors

An Obligor (other than the Company) is not or ceases to be a wholly-owned Subsidiary of the Company.

23.13               Unlawfulness

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents.

23.14               Repudiation

An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

23.15               ERISA

Any of the following events results in the imposition of or granting of security, or the incurring of a liability or a material risk of incurring a liability that individually and/or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect: