Common use of Guarantee Agreement Clause in Contracts

Guarantee Agreement. (a) In order to induce the Banks to extend credit to the Borrower and the Additional Borrowers hereunder, (i) in the case of any Additional Borrower, the Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of such Additional Borrower and (ii) in the case of the Borrower and any Additional Borrower, each Guarantor (other than the Borrower or such Additional Borrower, as the case may be) hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the Borrower and any Additional Borrowers. The Guarantors further agree that the due and punctual payment of the Obligations of the Borrower and Additional Borrowers, as applicable, may be extended or renewed, in whole or in part, without notice to or further assent from them, and that they will remain bound upon their guarantees hereunder notwithstanding any such extension or renewal of any Obligation. Notwithstanding the foregoing, the guarantee provided by IR Parent pursuant to this Section 9.16 shall only apply to the extent that the parties whose obligations are guaranteed hereunder are subsidiaries of IR Parent. For the purposes of the foregoing sentence, the term “subsidiary” shall have the meaning given to it in Section 155 of the Companies Act 1963 (as amended) (Ireland). (b) The Guarantors waive presentment to, demand of payment from and protest to the Borrower or any Additional Borrower, as applicable, of any of the Obligations, and also waive notice of acceptance of their obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by (i) the failure of any Bank to assert any claim or demand or to enforce any right or remedy against the Borrower or any Additional Borrower, as applicable, under the provisions of this Agreement, any Note, any Additional Borrower Agreement or otherwise; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Note, any Additional Borrower Agreement or any other agreement; (iv) the failure or delay of any Bank to exercise any right or remedy against any other guarantor of the Obligations; (v) the failure of any Bank to assert any claim or demand or to enforce any remedy under this Agreement, any Note or any other agreement or instrument; (vi) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (vii) any other act, omission or delay to do any other act which may or might otherwise operate as a discharge of any Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation. (c) The Guarantors further agree that their guarantees hereunder constitute promises of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waive any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of the Borrower, any Additional Borrower or other Subsidiary or any other Person. (d) The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. (e) The Guarantors further agree that their respective obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Bank upon the bankruptcy or reorganization of the Borrower or any Additional Borrower or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Bank may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any Additional Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the relevant Guarantor hereby promises to and shall, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Banks in cash an amount equal the unpaid principal amount of such Obligation. The Guarantors further agree that if payment in respect of any Obligation shall be due in currency other than Dollars and/or at a place of payment other than New York and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any Bank, not consistent with the protection of its rights, then, at the election of such Bank and in reasonable consultation with the applicable Guarantor, such Guarantor shall make payments of such Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Bank against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. (g) Upon payment by a Guarantor of any Obligation of the Borrower or any Additional Borrower, each Bank shall, in a reasonable manner, assign to such Guarantor the amount of such Obligation owed to such Bank and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by such Guarantor, or make such disposition thereof as such Guarantor shall direct (all without recourse to any Bank and without any representation or warranty by any Bank). Upon payment by a Guarantor of any sums owed by the Borrower or an Additional Borrower as provided above, all rights of such Guarantor against the Borrower or such Additional Borrower arising as a result thereof by way of right of subrogation, through the assignment described herein or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the Borrower or such Additional Borrower to the Bank (it being understood that, after the discharge of all the Obligations due and payable from the Borrower or such Additional Borrower, such rights may be exercised by such Guarantor notwithstanding that the Borrower or such Additional Borrower may remain contingently liable for indemnity or other Obligations). (h) The Banks agree that each Guarantor under this Agreement shall be automatically released from its obligations under this Section (i) upon termination of the Commitments and payment in full in cash of all Obligations, (ii) if the Borrower requests the release of such Guarantor and such release is approved, authorized or ratified in writing (A) by each Bank, in the case of IR Parent, and (B) by the Required Banks, in the case of any Guarantor other than IR Parent; provided that, if, at the time such request for the release of any Guarantor (other than IR Parent) is made, such Guarantor is a guarantor under any Public Debt, such release of such Guarantor must be approved, authorized or ratified in writing by each Bank or (iii) if the Borrower requests the release of such Guarantor (A) because such Guarantor ceases to be required to guarantee the Obligations pursuant to the definition of “Guarantors” in Section 1.1 or (B) in connection with a transaction permitted by Section 5.7 pursuant to which such Guarantor is not the surviving entity; provided that the surviving entity assumes such Guarantor’s guarantee hereunder. (i) In each case as specified in this Section, the Administrative Agent shall promptly (and each Bank irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the Borrower and the relevant Guarantor such documents as the Borrower may reasonably request to evidence the release of such Guarantor from its obligations under this Section. (j) Any Person that is required to become a Guarantor pursuant to the definition of “Guarantors” in Section 1.1 or pursuant to the definition of the term “IR Parent” in Section 1.1 shall execute and deliver a copy of this Agreement (or a supplement hereto in form and substance satisfactory to the Administrative Agent) and thereupon such Person shall become a Guarantor hereunder with the same force and effect as if such Person had executed this Agreement as a Guarantor on the Effective Date. The execution and delivery of any such instrument shall not require the consent of any other Loan Party or Bank party hereto. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

Guarantee Agreement. (a) In order to induce the Banks to extend credit to the Borrower and the Additional Borrowers hereunder, (i) in the case of any Additional Borrower, the Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of such Additional Borrower and (ii) in the case of the Borrower and any Additional Borrower, each Guarantor (other than the Borrower or such Additional Borrower, as the case may be) hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the Borrower and any Additional Borrowers. The Guarantors Borrower further agree agrees that the due and punctual payment of the Obligations of the Borrower and Additional Borrowers, as applicable, Borrowers may be extended or renewed, in whole or in part, without notice to or further assent from themit, and that they it will remain bound upon their guarantees its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Notwithstanding the foregoing, the guarantee provided by IR Parent pursuant to this Section 9.16 shall only apply to the extent that the parties whose obligations are guaranteed hereunder are subsidiaries of IR Parent. For the purposes of the foregoing sentence, the term “subsidiary” shall have the meaning given to it in Section 155 of the Companies Act 1963 (as amended) (Ireland). (b) The Guarantors waive Borrower waives presentment to, demand of payment from and protest to the Borrower or any Additional Borrower, as applicable, Borrower of any of the Obligations, and also waive waives notice of acceptance of their its obligations and notice of protest for nonpayment. The obligations of the Guarantors Borrower hereunder shall not be affected by (ia) the failure of any Bank lender to assert any claim or demand or to enforce any right or remedy against the Borrower or any Additional Borrower, as applicable, Borrower under the provisions of this Agreement, any Note, any Additional Borrower Agreement Agreement, and other Loan Document or otherwise; (iib) any extension or renewal of any of the Obligations; (iiic) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Note, any Additional Borrower Agreement or any other Loan Document or agreement; (ivd) the failure or delay of any Bank to exercise any right or remedy against any other guarantor of the Obligations; (ve) the failure of any Bank to assert any claim or demand or to enforce any remedy under this Agreement, any Note Loan Document or any other agreement or instrument; (vif) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (viig) any other act, omission or delay to do any other act which may or might otherwise operate as a discharge of any Guarantor the Borrower as a matter of law or equity or which would impair or eliminate any right of any Guarantor the Borrower to subrogation. (c) . The Guarantors Borrower further agree agrees that their guarantees its guarantee hereunder constitute promises constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waive waives any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of the Borrower, any Additional Borrower or other Subsidiary or any other Person. (d) . The obligations of the Guarantors Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. (e) . The Guarantors Borrower further agree agrees that their respective its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Bank upon the bankruptcy or reorganization of the Borrower or any Additional Borrower or otherwise. (f) . In furtherance of the foregoing and not in limitation of any other right which any Bank may have at law or in equity against any Guarantor the Borrower by virtue hereof, upon the failure of the Borrower or any Additional Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the relevant Guarantor Borrower hereby promises to and shallwill, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Banks in cash an amount equal the unpaid principal amount of such Obligation. The Guarantors Borrower further agree agrees that if payment in respect of any Obligation shall be due in currency other than Dollars and/or at a place of payment other than New York and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any Bank, not consistent with the protection of its rights, then, at the election of such Bank and in reasonable consultation with the applicable GuarantorBorrower, such Guarantor the Borrower shall make payments of such Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Bank against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. (g) . Upon payment in full by a Guarantor the Borrower of any Obligation of the Borrower or any Additional Borrower, each Bank shall, in a reasonable manner, assign to such Guarantor the Borrower the amount of such Obligation owed to such Bank and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by such Guarantorthe Borrower, or make such disposition thereof as such Guarantor the Borrower shall direct (all without recourse to any Bank and without any representation or warranty by any Bank). Upon payment by a Guarantor the Borrower of any sums owed by the Borrower or an Additional Borrower as provided above, all rights of the Borrower against any Additional Borrower arising as a result thereof by way of right of subrogation, through the assignment described herein or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by such Guarantor Additional Borrower to the Bank (it being understood that, after the discharge of all the Obligations due and payable from such Additional Borrower, such rights may be exercised by the Borrower notwithstanding that such Additional Borrower may remain contingently liable for indemnity or other Obligations). (b) In order to induce the Banks to extend credit to the Borrower hereunder, IR Parent hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the Borrower and each Additional Borrower. IR Parent further agrees that the due and punctual payment of the Obligations of the Borrower or any Additional Borrower may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. IR Parent waives presentment to, demand of payment from and protest to the Borrower or any Additional Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of IR Parent hereunder shall not be affected by (a) the failure of any lender to assert any claim or demand or to enforce any right or remedy against the Borrower or any Additional Borrower under the provisions of this Agreement, any Additional Borrower Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement or any other Loan Document or agreement; (d) the failure or delay of any Bank to exercise any right or remedy against any other guarantor of the Obligations; (e) the failure of any Bank to assert any claim or demand or to enforce any remedy under any Loan Document or any other agreement or instrument; (f) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (g) any other act, omission or delay to do any other act which may or might otherwise operate as a discharge of IR Parent as a matter of law or equity or which would impair or eliminate any right of IR Parent to subrogation. IR Parent further agrees that its guarantee hereunder constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of the Borrower, any Additional Borrower or other Subsidiary or any other Person. The obligations of IR Parent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. IR Parent further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Bank upon the bankruptcy or reorganization of the Borrower or any Additional Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Bank may have at law or in equity against IR Parent by virtue hereof, upon the failure of the Borrower or any Additional Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, IR Parent hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Banks in cash an amount equal the unpaid principal amount of such Obligation. IR Parent further agrees that if payment in respect of any Obligation shall be due in currency other than Dollars and/or at a place of payment other than New York and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any Bank, not consistent with the protection of its rights, then, at the election of such Bank and in reasonable consultation with IR Parent, IR Parent shall make payments of such Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Bank against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. Upon payment in full by IR Parent of any Obligation of the Borrower or any Additional Borrower, each Bank shall, in a reasonable manner, assign to IR Parent the amount of such Obligation owed to such Bank and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by IR Parent, or make such disposition thereof as IR Parent shall direct (all without recourse to any Bank and without any representation or warranty by any Bank). Upon payment by IR Parent of any sums as provided above, all rights of IR Parent against the Borrower or any Additional Borrower arising as a result thereof by way of right of subrogation, through the assignment described herein or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the Borrower or such any Additional Borrower to the Bank (it being understood that, after the discharge of all the Obligations due and payable from the Borrower or such and the Additional BorrowerBorrowers, such rights may be exercised by such Guarantor IR Parent notwithstanding that the Borrower or such Additional Borrower may remain contingently liable for indemnity or other Obligations). (h) The Banks agree that each Guarantor under this Agreement shall be automatically released from its obligations under this Section (i) upon termination of the Commitments and payment in full in cash of all Obligations, (ii) if the Borrower requests the release of such Guarantor and such release is approved, authorized or ratified in writing (A) by each Bank, in the case of IR Parent, and (B) by the Required Banks, in the case of any Guarantor other than IR Parent; provided that, if, at the time such request for the release of any Guarantor (other than IR Parent) is made, such Guarantor is a guarantor under any Public Debt, such release of such Guarantor must be approved, authorized or ratified in writing by each Bank or (iii) if the Borrower requests the release of such Guarantor (A) because such Guarantor ceases to be required to guarantee the Obligations pursuant to the definition of “Guarantors” in Section 1.1 or (B) in connection with a transaction permitted by Section 5.7 pursuant to which such Guarantor is not the surviving entity; provided that the surviving entity assumes such Guarantor’s guarantee hereunder. (i) In each case as specified in this Section, the Administrative Agent shall promptly (and each Bank irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the Borrower and the relevant Guarantor such documents as the Borrower may reasonably request to evidence the release of such Guarantor from its obligations under this Section. (j) Any Person that is required to become a Guarantor pursuant to the definition of “Guarantors” in Section 1.1 or pursuant to the definition of the term “IR Parent” in Section 1.1 shall execute and deliver a copy of this Agreement (or a supplement hereto in form and substance satisfactory to the Administrative Agent) and thereupon such Person shall become a Guarantor hereunder with the same force and effect as if such Person had executed this Agreement as a Guarantor on the Effective Date. The execution and delivery of any such instrument shall not require the consent of any other Loan Party or Bank party hereto. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

Guarantee Agreement. (a) In order to induce the Banks to extend credit to the Borrower and the Additional Borrowers hereunder, (i) in the case of any Additional Borrower, the Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of such Additional Borrower and (ii) in the case of the Borrower and any Additional Borrower, each Guarantor (other than the Borrower or such Additional Borrower, as the case may be) hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the Borrower and any Additional BorrowersBorrower. The Guarantors Each Guarantor further agree agrees that the due and punctual payment of the Obligations of the Borrower and Additional Borrowers, as applicable, may be extended or renewed, in whole or in part, without notice to or further assent from themit, and that they it will remain bound upon their guarantees its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Notwithstanding the foregoing, the guarantee provided by IR Parent pursuant to this Section 9.16 shall only apply to the extent that the parties whose obligations are guaranteed hereunder are subsidiaries of IR Parent. For the purposes of the foregoing sentence, the term “subsidiary” shall have the meaning given to it in Section 155 of the Companies Act 1963 (as amended) (Ireland). (b) The Guarantors waive Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any Additional Borrower, as applicable, of any of the Obligations, and also waive waives notice of acceptance of their its obligations and notice of protest for nonpayment. The obligations of the Guarantors each Guarantor hereunder shall not be affected by (i) the failure of any Bank to assert any claim or demand or to enforce any right or remedy against the Borrower or any Additional Borrower, as applicable, under the provisions of this Agreement, Agreement or any Note, any Additional Borrower Agreement other Loan Document or otherwise; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Note, any Additional Borrower Agreement or any other Loan Document or agreement; (iv) the failure or delay of any Bank to exercise any right or remedy against any other guarantor Guarantor of the Obligations; (v) the failure of any Bank to assert any claim or demand or to enforce any remedy under this Agreement, Agreement or any Note other Loan Document or any other agreement or instrument; (vi) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (vii) any other act, omission or delay to do any other act which may or might otherwise operate as a discharge of any Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation. (c) The Guarantors Each Guarantor further agree agrees that their guarantees its guarantee hereunder constitute promises constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waive waives any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of such Guarantor, the Borrower, any Additional Borrower or other Subsidiary or any other Person. (d) The obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. (e) The Guarantors Each Guarantor further agree agrees that their respective its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Bank upon the bankruptcy or reorganization of such Guarantor or the Borrower or any Additional Borrower or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which that any Bank may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any Additional Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the relevant each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Banks in cash an amount equal the unpaid principal amount of such Obligation. The Guarantors further agree that if payment in respect of any Obligation shall be due in currency other than Dollars and/or at a place of payment other than New York and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any Bank, not consistent with the protection of its rights, then, at the election of such Bank and in reasonable consultation with the applicable Guarantor, such Guarantor shall make payments of such Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Bank against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. (g) Upon payment in full by a any Guarantor of any Obligation of the Borrower or any Additional Borrower, each Bank shall, in a reasonable manner, assign to such Guarantor the amount of such Obligation owed to such Bank and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by such Guarantor, or make such disposition thereof as such Guarantor shall direct (all without recourse to any Bank and without any representation or warranty by any Bank). Upon payment by a any Guarantor of any sums owed by the Borrower or an Additional Borrower as provided above, all rights of such Guarantor against the Borrower or such Additional Borrower arising as a result thereof by way of right of subrogation, through the assignment described herein or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the Borrower or such Additional Borrower to the Bank (it being understood that, after the discharge of all the Obligations due and payable from the Borrower or such Additional Borrower, such rights may be exercised by such Guarantor notwithstanding that the Borrower or such Additional Borrower may remain contingently liable for indemnity or other Obligations). (h) The Banks agree that each Guarantor under this Agreement shall be automatically released from its obligations under this Section (i) upon termination of the Commitments and payment in full in cash of all Obligations, (ii) if the Borrower requests the release of such Guarantor and such release is approved, authorized or ratified in writing (A) by each Bank, in the case of IR Parent, and (B) by the Required Banks, in the case of any Guarantor other than IR Parent; provided that, if, at the time such request for the release of any Guarantor (other than IR Parent) is made, such Guarantor is a guarantor under any Public Debt, such release of such Guarantor must be approved, authorized or ratified in writing by each Bank or (iii) if the Borrower requests the release of such Guarantor (A) because such Guarantor ceases to be required to guarantee the Obligations pursuant to the definition of “Guarantors” in Section 1.1 or (B) in connection with a transaction permitted by Section 5.7 pursuant to which such Guarantor is not the surviving entity; provided that the surviving entity assumes such Guarantor’s guarantee hereunder. (i) In each case as specified in this Section, the Administrative Agent shall promptly (and each Bank irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the Borrower and the relevant Guarantor such documents as the Borrower may reasonably request to evidence the release of such Guarantor from its obligations under this Section. (j) Any Person that is required to become a Guarantor pursuant to the definition of “GuarantorsGuarantor” in Section 1.1 or pursuant to the definition of the term “IR Parent” in Section 1.1 hereof shall execute and deliver a copy of this Agreement (or a supplement hereto in form and substance satisfactory to the Administrative Agent) and thereupon such Person shall become a Guarantor hereunder with the same force and effect as if such Person had executed this Agreement as a Guarantor on the Effective Closing Date. The execution and delivery of any such instrument shall not require the consent of any other Loan Party or Bank party heretohereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement. (i) The Banks agree that any Guarantor under this Agreement shall be automatically released from its obligations under this Section 9.13 (i) upon termination of the Commitments and payment in full in cash of all Obligations, (ii) if the Borrower request such release and such Guarantor is no longer required to be a Guarantor pursuant to the definition of “Guarantor” in Section 1.1 hereof or (iii) subject to Section 9.5, if the release of such Guarantor is approved, authorized or ratified in writing by the Required Banks. (j) In each case as specified in this Section 9.13, the Administrative Agent will promptly (and each Bank irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of any Guarantor from its obligations under this Section 9.13.

Guarantee Agreement. (a) In order to induce the Banks to extend credit to the Borrower Borrowers and the Additional Borrowers hereunder, (i) in the case of IR Lux and any Additional Borrower, the Lead Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of IR Lux and such Additional Borrower and Borrower, (ii) in the case of the Lead Borrower and any Additional Borrower, IR Lux hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the Lead Borrower and such Additional Borrower and (iii) in the case of each Borrower and any Additional Borrower, each Guarantor (other than the such Borrower or such Additional Borrower, as the case may be) hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the each Borrower and any Additional Borrowers. The Guarantors further agree that the due and punctual payment of the Obligations of the any Borrower and Additional BorrowersBorrower, as applicable, may be extended or renewed, in whole or in part, without notice to or further assent from them, and that they will remain bound upon their guarantees hereunder notwithstanding any such extension or renewal of any Obligation. Notwithstanding the foregoing, the guarantee provided by IR Parent pursuant to this Section 9.16 shall only apply to the extent that the parties whose obligations are guaranteed hereunder are subsidiaries of IR Parent. For the purposes of the foregoing sentence, the term “subsidiary” shall have the meaning given to it in Section 155 of the Companies Act 1963 (as amended) (Ireland). (b) The Guarantors waive presentment to, demand of payment from and protest to the any Borrower or any Additional Borrower, as applicable, of any of the Obligations, and also waive notice of acceptance of their obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by (i) the failure of any Bank to assert any claim or demand or to enforce any right or remedy against the any Borrower or any Additional Borrower, as applicable, under the provisions of this Agreement, any Note, any Additional Borrower Agreement or otherwise; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Note, any Additional Borrower Agreement or any other agreement; (iv) the failure or delay of any Bank to exercise any right or remedy against any other guarantor of the Obligations; (v) the failure of any Bank to assert any claim or demand or to enforce any remedy under this Agreement, any Note or any other agreement or instrument; (vi) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (vii) any other act, omission or delay to do any other act which may or might otherwise operate as a discharge of any Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation. (c) The Guarantors further agree that their guarantees hereunder constitute promises of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waive any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of the any Borrower, any Additional Borrower or other Subsidiary or any other Person. (d) The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. (e) The Guarantors further agree that their respective obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Bank upon the bankruptcy or reorganization of the any Borrower or any Additional Borrower or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Bank may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the a Borrower or any Additional Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the relevant Guarantor hereby promises to and shall, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Banks in cash an amount equal to the unpaid principal amount of such Obligation. The Guarantors further agree that if payment in respect of any Obligation shall be due in currency other than Dollars and/or at a place of payment other than New York and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any Bank, not consistent with the protection of its rights, then, at the election of such Bank and in reasonable consultation with the applicable Guarantor, such Guarantor shall make payments of such Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Bank against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. (g) Upon payment by a Guarantor of any Obligation of the any Borrower or any Additional Borrower, each Bank shall, in a reasonable manner, assign to such Guarantor the amount of such Obligation owed to such Bank and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by such Guarantor, or make such disposition thereof as such Guarantor shall direct (all without recourse to any Bank and without any representation or warranty by any Bank). Upon payment by a Guarantor of any sums owed by the a Borrower or an Additional Borrower as provided above, all rights of such Guarantor against the such Borrower or such Additional Borrower arising as a result thereof by way of right of subrogation, through the assignment described herein or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the such Borrower or such Additional Borrower to the Bank (it being understood that, after the discharge of all the Obligations due and payable from the such Borrower or such Additional Borrower, such rights may be exercised by such Guarantor notwithstanding that the such Borrower or such Additional Borrower may remain contingently liable for indemnity or other Obligations). (h) The Banks agree that each Guarantor under this Agreement shall be automatically released from its obligations under this Section (i) upon termination of the Commitments and payment in full in cash of all Obligations, (ii) if the Lead Borrower requests the release of such Guarantor and such release is approved, authorized or ratified in writing (A) by each Bank, in the case of IR Parent, and (B) by the Required Banks, in the case of any Guarantor other than IR Parent; provided that, if, at the time such request for the release of any Guarantor (other than IR Parent) is made, such Guarantor is a guarantor under any Public Debt, such release of such Guarantor must be approved, authorized or ratified in writing by each Bank or (iii) if the Lead Borrower requests the release of such Guarantor (A) because such Guarantor ceases to be required to guarantee the Obligations pursuant to the definition of “Guarantors” in Section 1.1 or (B) in connection with a transaction permitted by Section 5.7 5.3 pursuant to which such Guarantor is not the surviving entity; provided that the surviving entity assumes such Guarantor’s guarantee hereunder. (i) In each case as specified in this Section, the Administrative Agent shall promptly (and each Bank irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the any Borrower and the relevant Guarantor such documents as the any Borrower may reasonably request to evidence the release of such Guarantor from its obligations under this Section. (j) Any Person that is required to become a Guarantor pursuant to the definition of “Guarantors” in Section 1.1 or pursuant to the definition of the term “IR Parent” in Section 1.1 shall execute and deliver a copy of this Agreement (or a supplement hereto in form and substance satisfactory to the Administrative Agent) and thereupon such Person shall become a Guarantor hereunder with the same force and effect as if such Person had executed this Agreement as a Guarantor on the Effective Date. The execution and delivery of any such instrument shall not require the consent of any other Loan Party or Bank party hereto. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

Guarantee Agreement. (a) In order to induce the Banks to extend credit to the Borrower Borrowers and the Additional Borrowers hereunder, (i) in the case of IR Lux and any Additional Borrower, the Lead Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of IR Lux and such Additional Borrower and Borrower, (iii) in the case of the Lead Borrower and any Additional Borrower, IR Lux hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the Lead Borrower and such Additional Borrower and (i) in the case of each Borrower and any Additional Borrower, each Guarantor (other than the such Borrower or such Additional Borrower, as the case may be) hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the each Borrower and any Additional Borrowers. The Guarantors further agree that the due and punctual payment of the Obligations of the any Borrower and Additional BorrowersBorrower, as applicable, may be extended or renewed, in whole or in part, without notice to or further assent from them, and that they will remain bound upon their guarantees hereunder notwithstanding any such extension or renewal of any Obligation. Notwithstanding the foregoing, the guarantee provided by IR Parent pursuant to this Section 9.16 shall only apply to the extent that the parties whose obligations are guaranteed hereunder are subsidiaries of IR Parent. For the purposes of the foregoing sentence, the term “subsidiary” shall have the meaning given to it in Section 155 of the Companies Act 1963 (as amended) (Ireland). (b) The Guarantors waive presentment to, demand of payment from and protest to the any Borrower or any Additional Borrower, as applicable, of any of the Obligations, and also waive notice of acceptance of their obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by (i) the failure of any Bank to assert any claim or demand or to enforce any right or remedy against the any Borrower or any Additional Borrower, as applicable, under the provisions of this Agreement, any Note, any Additional Borrower Agreement or otherwise; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Note, any Additional Borrower Agreement or any other agreement; (iv) the failure or delay of any Bank to exercise any right or remedy against any other guarantor of the Obligations; (v) the failure of any Bank to assert any claim or demand or to enforce any remedy under this Agreement, any Note or any other agreement or instrument; (vi) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (vii) any other act, omission or delay to do any other act which may or might otherwise operate as a discharge of any Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation. (c) The Guarantors further agree that their guarantees hereunder constitute promises of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waive any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of the any Borrower, any Additional Borrower or other Subsidiary or any other Person. (d) The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. (e) The Guarantors further agree that their respective obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Bank upon the bankruptcy or reorganization of the any Borrower or any Additional Borrower or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Bank may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the a Borrower or any Additional Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the relevant Guarantor hereby promises to and shall, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Banks in cash an amount equal to the unpaid principal amount of such Obligation. The Guarantors further agree that if payment in respect of any Obligation shall be due in currency other than Dollars and/or at a place of payment other than New York and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any Bank, not consistent with the protection of its rights, then, at the election of such Bank and in reasonable consultation with the applicable Guarantor, such Guarantor shall make payments of such Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Bank against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. (g) Upon payment by a Guarantor of any Obligation of the any Borrower or any Additional Borrower, each Bank shall, in a reasonable manner, assign to such Guarantor the amount of such Obligation owed to such Bank and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by such Guarantor, or make such disposition thereof as such Guarantor shall direct (all without recourse to any Bank and without any representation or warranty by any Bank). Upon payment by a Guarantor of any sums owed by the a Borrower or an Additional Borrower as provided above, all rights of such Guarantor against the such Borrower or such Additional Borrower arising as a result thereof by way of right of subrogation, through the assignment described herein or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the such Borrower or such Additional Borrower to the Bank (it being understood that, after the discharge of all the Obligations due and payable from the such Borrower or such Additional Borrower, such rights may be exercised by such Guarantor notwithstanding that the such Borrower or such Additional Borrower may remain contingently liable for indemnity or other Obligations). (h) The Banks agree that each Guarantor under this Agreement shall be automatically released from its obligations under this Section (i) upon termination of the Commitments and payment in full in cash of all Obligations, (ii) if the Lead Borrower requests the release of such Guarantor and such release is approved, authorized or ratified in writing (A) by each Bank, in the case of IR Parent, and (B) by the Required Banks, in the case of any Guarantor other than IR Parent; provided that, if, at the time such request for the release of any Guarantor (other than IR Parent) is made, such Guarantor is a guarantor under any Public Debt, such release of such Guarantor must be approved, authorized or ratified in writing by each Bank or (iii) if the Lead Borrower requests the release of such Guarantor (A) because such Guarantor ceases to be required to guarantee the Obligations pursuant to the definition of “Guarantors” in Section 1.1 or (B) in connection with a transaction permitted by Section 5.7 5.3 pursuant to which such Guarantor is not the surviving entity; provided that the surviving entity assumes such Guarantor’s guarantee hereunder. (i) In each case as specified in this Section, the Administrative Agent shall promptly (and each Bank irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the any Borrower and the relevant Guarantor such documents as the any Borrower may reasonably request to evidence the release of such Guarantor from its obligations under this Section. (j) Any Person that is required to become a Guarantor pursuant to the definition of “Guarantors” in Section 1.1 or pursuant to the definition of the term “IR Parent” in Section 1.1 shall execute and deliver a copy of this Agreement (or a supplement hereto in form and substance satisfactory to the Administrative Agent) and thereupon such Person shall become a Guarantor hereunder with the same force and effect as if such Person had executed this Agreement as a Guarantor on the Effective Date. The execution and delivery of any such instrument shall not require the consent of any other Loan Party or Bank party hereto. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

Guarantee Agreement. (a) In order to induce the Banks to extend credit to the Borrower Borrowers and the Additional Borrowers hereunder, (i) in the case of any Additional BorrowerIR Parent, the Borrower IR Global hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of such Additional Borrower IR Parent and (ii) in the case of the Borrower IR Global and any Additional BorrowerBorrowers, each Guarantor (other than the Borrower or such Additional Borrower, as the case may be) IR Parent hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the Borrower IR Global and any Additional Borrowers. The Guarantors further agree that the due and punctual payment of the Obligations of the Borrower Borrowers and Additional Borrowers, as applicable, may be extended or renewed, in whole or in part, without notice to or further assent from them, and that they will remain bound upon their guarantees hereunder notwithstanding any such extension or renewal of any Obligation. Notwithstanding the foregoing, the guarantee provided by IR Parent pursuant to this Section 9.16 shall only apply to the extent that the parties whose obligations are guaranteed hereunder are subsidiaries of IR Parent. For the purposes of the foregoing sentence, the term “subsidiary” shall have the meaning given to it in Section 155 of the Companies Act 1963 (as amended) (Ireland). (b) The Guarantors waive presentment to, demand of payment from and protest to the any Borrower or any Additional Borrower, as applicable, of any of the Obligations, and also waive notice of acceptance of their obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by (ia) the failure of any Bank to assert any claim or demand or to enforce any right or remedy against the either Borrower or any Additional Borrower, as applicable, under the provisions of this Agreement, any Note, any Additional Borrower Agreement or otherwise; (iib) any extension or renewal of any of the Obligations; (iiic) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Note, any Additional Borrower Agreement or any other agreement; (ivd) the failure or delay of any Bank to exercise any right or remedy against any other guarantor of the Obligations; (ve) the failure of any Bank to assert any claim or demand or to enforce any remedy under this Agreement, any Note or any other agreement or instrument; (vif) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (viig) any other act, omission or delay to do any other act which may or might otherwise operate as a discharge of any either Guarantor as a matter of law or equity or which would impair or eliminate any right of any either Guarantor to subrogation. (c) The Guarantors further agree that their guarantees hereunder constitute promises of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waive any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of the either Borrower, any Additional Borrower or other Subsidiary or any other Person. (d) The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. (e) The Guarantors further agree that their respective obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Bank upon the bankruptcy or reorganization of the either Borrower or any Additional Borrower or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Bank may have at law or in equity against any either Guarantor by virtue hereof, upon the failure of the a Borrower or any Additional Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the relevant Guarantor hereby promises to and shall, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Banks in cash an amount equal the unpaid principal amount of such Obligation. The Guarantors further agree that if payment in respect of any Obligation shall be due in currency other than Dollars and/or at a place of payment other than New York and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any Bank, not consistent with the protection of its rights, then, at the election of such Bank and in reasonable consultation with the applicable Guarantor, such Guarantor shall make payments of such Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Bank against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. (g) Upon payment by a Guarantor of any Obligation of the either Borrower or any Additional Borrower, each Bank shall, in a reasonable manner, assign to such Guarantor the amount of such Obligation owed to such Bank and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by such Guarantor, or make such disposition thereof as such Guarantor shall direct (all without recourse to any Bank and without any representation or warranty by any Bank). Upon payment by a Guarantor of any sums owed by the a Borrower or an Additional Borrower as provided above, all rights of such Guarantor against the such Borrower or such Additional Borrower arising as a result thereof by way of right of subrogation, through the assignment described herein or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the such Borrower or such Additional Borrower to the Bank (it being understood that, after the discharge of all the Obligations due and payable from the such Borrower or such Additional Borrower, such rights may be exercised by such Guarantor notwithstanding that the such Borrower or such Additional Borrower may remain contingently liable for indemnity or other Obligations). (h) The Banks agree that each Guarantor under this Agreement shall be automatically released from its obligations under this Section (i) upon termination of the Commitments and payment in full in cash of all Obligations, (ii) if the Borrower requests Borrowers request the release of such Guarantor and and, subject to Section 9.5, such release is approved, authorized or ratified in writing (A) by each Bank, in the case of IR Parent, and (B) by the Required Banks, in the case of any Guarantor other than IR ParentGlobal; provided that, if, at the time such request for the release of any Guarantor (other than IR Parent) Global is made, such Guarantor IR Global is a guarantor under any Public Debt, such release of such Guarantor IR Global must be approved, authorized or ratified in writing by each Bank or (iii) if the Borrower requests Borrowers request the release of such Guarantor (A) because such Guarantor ceases to be required to guarantee the Obligations pursuant to the definition of “Guarantors” in Section 1.1 or (B) in connection with a transaction permitted by Section 5.7 pursuant to which such Guarantor is not the surviving entity; provided that the surviving entity assumes such Guarantor’s guarantee hereunder. (i) In each case as specified in this Section, the Administrative Agent shall promptly (and each Bank irrevocably authorizes the Administrative Agent to), at the applicable Borrower’s expense, execute and deliver to the such Borrower and the relevant Guarantor such documents as the such Borrower may reasonably request to evidence the release of such Guarantor from its obligations under this Section. (j) Any Person that is required to become a Guarantor pursuant to the definition of “Guarantors” in Section 1.1 or pursuant to the definition of the term “IR Parent” in Section 1.1 shall execute and deliver a copy of this Agreement (or a supplement hereto in form and substance satisfactory to the Administrative Agent) and thereupon such Person shall become a Guarantor hereunder with the same force and effect as if such Person had executed this Agreement as a Guarantor on the Effective Date. The execution and delivery of any such instrument shall not require the consent of any other Loan Party or Bank party hereto. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

Guarantee Agreement. (a) In order to induce the Banks to extend credit to the Borrower and the Additional Borrowers hereunder, (i) in the case of any Additional Borrower, the Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of such Additional Borrower and (ii) in the case of the Borrower and any Additional Borrower, each Guarantor (other than the Borrower or such Additional Borrower, as the case may be) hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the Borrower and any Additional Borrowers. The Guarantors further agree that the due and punctual payment of the Obligations of the Borrower and Additional Borrowers, as applicable, may be extended or renewed, in whole or in part, without notice to or further assent from them, and that they will remain bound upon their guarantees hereunder notwithstanding any such extension or renewal of any Obligation. Notwithstanding the foregoing, the guarantee provided by IR Parent pursuant to this Section 9.16 shall only apply to the extent that the parties whose obligations are guaranteed hereunder are subsidiaries of IR Parent. For the purposes of the foregoing sentence, the term “subsidiary” shall have the meaning given to it in Section 155 of the Companies Act 1963 Xxx 0000 (as amended) (Ireland). (b) The Guarantors waive presentment to, demand of payment from and protest to the Borrower or any Additional Borrower, as applicable, of any of the Obligations, and also waive notice of acceptance of their obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by (ia) the failure of any Bank to assert any claim or demand or to enforce any right or remedy against the Borrower or any Additional Borrower, as applicable, under the provisions of this Agreement, any Note, any Additional Borrower Agreement or otherwise; (iib) any extension or renewal of any of the Obligations; (iiic) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Note, any Additional Borrower Agreement or any other agreement; (ivd) the failure or delay of any Bank to exercise any right or remedy against any other guarantor of the Obligations; (ve) the failure of any Bank to assert any claim or demand or to enforce any remedy under this Agreement, any Note or any other agreement or instrument; (vif) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (viig) any other act, omission or delay to do any other act which may or might otherwise operate as a discharge of any either Guarantor as a matter of law or equity or which would impair or eliminate any right of any either Guarantor to subrogation. (c) The Guarantors further agree that their guarantees hereunder constitute promises of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waive any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of the Borrower, any Additional Borrower or other Subsidiary or any other Person. (d) The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. (e) The Guarantors further agree that their respective obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Bank upon the bankruptcy or reorganization of the Borrower or any Additional Borrower or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Bank may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any Additional Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the relevant Guarantor hereby promises to and shall, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Banks in cash an amount equal the unpaid principal amount of such Obligation. The Guarantors further agree that if payment in respect of any Obligation shall be due in currency other than Dollars and/or at a place of payment other than New York and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any Bank, not consistent with the protection of its rights, then, at the election of such Bank and in reasonable consultation with the applicable Guarantor, such Guarantor shall make payments of such Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Bank against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. (g) Upon payment by a Guarantor of any Obligation of the Borrower or any Additional Borrower, each Bank shall, in a reasonable manner, assign to such Guarantor the amount of such Obligation owed to such Bank and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by such Guarantor, or make such disposition thereof as such Guarantor shall direct (all without recourse to any Bank and without any representation or warranty by any Bank). Upon payment by a Guarantor of any sums owed by the Borrower or an Additional Borrower as provided above, all rights of such Guarantor against the Borrower or such Additional Borrower arising as a result thereof by way of right of subrogation, through the assignment described herein or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the Borrower or such Additional Borrower to the Bank (it being understood that, after the discharge of all the Obligations due and payable from the Borrower or such Additional Borrower, such rights may be exercised by such Guarantor notwithstanding that the Borrower or such Additional Borrower may remain contingently liable for indemnity or other Obligations). (h) The Banks agree that each Guarantor under this Agreement shall be automatically released from its obligations under this Section (i) upon termination of the Commitments and payment in full in cash of all Obligations, (ii) if the Borrower requests the release of such Guarantor and such release is approved, authorized or ratified in writing (A) by each Bank, in the case of IR Parent, and (B) by the Required Banks, in the case of any Guarantor other than IR Parent; provided that, if, at the time such request for the release of any Guarantor (other than IR Parent) is made, such Guarantor is a guarantor under any Public Debt, such release of such Guarantor must be approved, authorized or ratified in writing by each Bank or (iii) if the Borrower requests the release of such Guarantor (A) because such Guarantor ceases to be required to guarantee the Obligations pursuant to the definition of “Guarantors” in Section 1.1 or (B) in connection with a transaction permitted by Section 5.7 pursuant to which such Guarantor is not the surviving entity; provided that the surviving entity assumes such Guarantor’s guarantee hereunder. (i) In each case as specified in this Section, the Administrative Agent shall promptly (and each Bank irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the Borrower and the relevant Guarantor such documents as the Borrower may reasonably request to evidence the release of such Guarantor from its obligations under this Section. (j) Any Person that is required to become a Guarantor pursuant to the definition of “Guarantors” in Section 1.1 hereof or pursuant to the definition of the term “IR Parent” in in Section 1.1 hereof shall execute and deliver a copy of this Agreement (or a supplement hereto in form and substance satisfactory to the Administrative Agent) and thereupon such Person shall become a Guarantor hereunder with the same force and effect as if such Person had executed this Agreement as a Guarantor on the Effective Date. The execution and delivery of any such instrument shall not require the consent of any other Loan Party or Bank party hereto. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.