“U.S. Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code will include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.

USC § 1981 (which statute generally prohibits race discrimination);

U.S. and Canada Participants (employees who are on the U.S. or Canadian payroll system):

U.K. Revolving Loans. Subject to the terms and conditions set forth herein, each U.K. Lender severally agrees to make loans (each such loan, a “U.K. Revolving Loan”) in Dollars, Euros, or Sterling to any U.K. Borrower from time to time on any Business Day during the U.K. Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such U.K. Lender’s U.K. Commitment; provided, that, after giving effect to any U.K. Revolving Borrowing, # the Total U.K. Outstandings shall not exceed the Aggregate U.K. Commitments, and # the U.K. Revolving Credit Exposure of any U.K. Lender shall not exceed such U.K. Lender’s U.K. Commitment. Within the limits of each U.K. Lender’s U.K. Commitment, and subject to the other terms and conditions hereof, each U.K. Borrower may borrow U.K. Revolving Loans under this [Section 2.01(c)], prepay U.K. Revolving Loans under [Section 2.05(a)], and reborrow U.K. Revolving Loans under this [Section 2.01(c)]. U.K. Revolving Loans may be Domestic Base Rate Loans, Eurodollar Rate Loans, Alternative Currency Daily Rate Loans, or Alternative Currency Term Rate Loans, as further provided herein.

U.K. Swing Line Loans. Subject to the terms and conditions set forth herein, the U.K. Swing Line Lender, in reliance upon the agreements of the other U.K. Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “U.K. Swing Line Loan”) to any U.K. Borrower in Dollars, Euros, or Sterling from time to time on any Business Day during the U.K. Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.K. Swing Line Sublimit; provided, that, # after giving effect to any U.K. Swing Line Loan, # the Total U.K. Outstandings shall not exceed the Aggregate U.K. Commitments, # the U.K. Revolving Credit Exposure of any U.K. Lender shall not exceed such U.K. Lender’s U.K. Commitment, and # the Dollar Equivalent of the aggregate amount of the outstanding U.K. Swing Line Loans issued by the U.K. Swing Line Lender shall not exceed the U.K. Swing Line Lender’s U.K. Swing Line Commitment, # no U.K. Borrower shall use the proceeds of any U.K. Swing Line Loan to refinance any outstanding U.K. Swing Line Loan, and # the U.K. Swing Line Lender shall be under no obligation to make any U.K. Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, each U.K. Borrower may borrow U.K. Swing Line Loans under this [Section 2.04(a)(iii)], prepay U.K. Swing Line Loans pursuant to Section 2.05, and reborrow U.K. Swing Line Loans under this [Section 2.04(a)(iii)]. Immediately upon the making of a U.K. Swing Line Loan, each U.K. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.K. Swing Line Lender a risk participation in such U.K. Swing Line Loan in an amount equal to the product of such U.K. Lender’s Applicable Percentage times the amount of such U.K. Swing Line Loan.

U.K. Tax Credit. If a U.K. Borrower makes a U.K. Tax Payment and the relevant U.K. Lender Party determines that # a U.K. Tax Credit is attributable to an increased payment of which that U.K. Tax Payment forms part, to that U.K. Tax Payment or to a U.K. Tax Deduction in consequence of which that U.K. Tax Payment was required, and # that U.K. Lender Party has obtained and utilized that U.K. Tax Credit, the U.K. Lender Party shall pay an amount to such U.K. Borrower which will leave it (after that payment) in the same after-Tax position as it would have been in had the U.K. Tax Payment not been required to be made by such U.K. Borrower.

U.S. Government Securities, in each case maturing within one year from the date of acquisition thereof;

“U.S. Special Resolution Regime” means each of # the Federal Deposit Insurance Act and the regulations promulgated thereunder and # Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

U.S. dollars, Canadian dollars, euros, pound sterling, any national currency of any participating member state in the European Union or local currencies held from time to time in the ordinary course of business;

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.