Common use of Progress of the Scheme Clause in Contracts

Progress of the Scheme. (a) Parent shall procure that the material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required by the Panel, the Court or the SEC. (b) Parent will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent shall not and shall ensure that its subsidiaries do not: (i) take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in the Target under Rule 9 of the Irish Takeover Rules; and (ii) without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the Scheme. (d) Without duplication of its obligations under Section 5.10(b), Parent shall and shall ensure that each of its subsidiaries do: (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents; (ii) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 and the Irish Takeover Rules, subject to any applicable waivers by the Panel; (iii) agree with the Administrative Agent the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld). (e) Parent shall not and shall ensure that its subsidiaries do not implement the Acquisition by way of a tender offer without the prior written consent of the Administrative Agent.

Progress of the Scheme. (a) Parent shall procure that the material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required by the Panel, the Court or the SEC. (b) Parent will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent shall not and shall ensure that its subsidiaries do not: (i) take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in the Target under Rule 9 of the Irish Takeover Rules; and (ii) without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the Scheme. (d) Without duplication of its obligations under Section 5.10(b), Parent shall and shall ensure that each of its subsidiaries do: (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents; (ii) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 and the Irish Takeover Rules, subject to any applicable waivers by the Panel; (iii) agree with the Administrative Agent the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld). (e) Parent shall not and shall ensure that its subsidiaries do not implement the Acquisition by way of a tender offer without the prior written consent of the Administrative Agent.

Progress of the Scheme. (a) Parent The Borrower shall procure that the: Scheme Circular is dispatched by Eagle as soon as practicable and in any event within 28 days of the date of issue of the Press Release (or on or before such later date as the Panel may permit) or, if later, promptly after the date on which the Court convenes a meeting of the holders of the Shares to consider the Scheme; and material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the draft Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required by the Panel, the Court or the SEC. (b) Parent . The Borrower will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, Scheme and (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent . The Borrower shall not and shall ensure that its subsidiaries do not: (i) : take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in the Target Eagle under Rule 9 of the Irish Takeover Rules; and (ii) and without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the Scheme. (d) . Without duplication of its obligations under Section 5.10(b), Parent shall and shall ensure that each of its subsidiaries doBorrower shall: (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents; (ii) ; comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 2012 and the Irish Takeover Rules, subject to any applicable waivers by the Panel; (iii) ; agree with the Administrative Agent the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld). (e) Parent . The Borrower shall not and shall ensure that its subsidiaries do not implement the Eagle Acquisition by way of a tender offer without the prior written consent of the Administrative Agent.

Progress of the Scheme. (a) Parent The Borrower shall procure that the: (i) Scheme Circular is dispatched by Eagle as soon as practicable and in any event within 28 days of the date of issue of the Press Release (or on or before such later date as the Panel may permit) or, if later, promptly after the date on which the Court convenes a meeting of the holders of the Shares to consider the Scheme; and (ii) material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the draft Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required by the Panel, the Court or the SEC. (b) Parent The Borrower will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, Scheme and (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent The Borrower shall not and shall ensure that its subsidiaries do not: (i) take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in the Target Eagle under Rule 9 of the Irish Takeover Rules; and (ii) without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the Scheme. (d) Without duplication of its obligations under Section 5.10(b), Parent shall and shall ensure that each of its subsidiaries doBorrower shall: (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents; (ii) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 2012 and the Irish Takeover Rules, subject to any applicable waivers by the Panel; (iii) agree with the Administrative Agent the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld). (e) Parent The Borrower shall not and shall ensure that its subsidiaries do not implement the Eagle Acquisition by way of a tender offer without the prior written consent of the Administrative Agent.

Progress of the Scheme. (a) Parent The Term Facility Borrower shall procure that the: (i) Scheme Circular is dispatched by Eagle as soon as practicable and in any event within 28 days of the date of issue of the Press Release (or on or before such later date as the Panel may permit) or, if later, promptly after the date on which the Court convenes a meeting of the holders of the Shares to consider the Scheme; and (ii) material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the draft Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or such change is required by the Panel, the Court or the SEC. (b) Parent The Term Facility Borrower will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, Scheme and (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent The Term Facility Borrower shall not and shall ensure that its subsidiaries do not: (i) take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in the Target Eagle under Rule 9 of the Irish Takeover Rules; and (ii) without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the Scheme. (d) Without duplication of its their obligations under Section 5.10(b), Parent shall and shall ensure that each of its subsidiaries doTerm Facility Borrower shall: (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents; (ii) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 2012 and the Irish Takeover Rules, subject to any applicable waivers by the Panel; (iii) agree with the Administrative Agent the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld). (e) Parent The Term Facility Borrower shall not and shall ensure that its subsidiaries do not implement the Eagle Acquisition by way of a tender offer without the prior written consent of the Administrative Agent.

Progress of the Scheme. (a) Parent Holdings shall procure that the: (i) Scheme Circular is dispatched by the Target as soon as practicable and in any event within 28 days of the date of issue of the Press Release (or on or before such later date as the Panel may permit) or, if later, promptly after the date on which the Court convenes a meeting of the holders of the Target Shares to consider the Scheme; and (ii) material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required by the Panel, the Court or the SEC. (b) Parent Holdings will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent Holdings becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent shall not and shall ensure that its subsidiaries do not: (i) take any action (and procurebreached, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in the Target under Rule 9 of the Irish Takeover Rules; and (ii) without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the Scheme. (d) Without duplication of its obligations under Section 5.10(b), Parent shall and shall ensure that each of its subsidiaries do: (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents; (ii) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 and the Irish Takeover Rules, subject to any applicable waivers by the Panel; (iii) agree with the Administrative Agent the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld). (e) Parent shall not and shall ensure that its subsidiaries do not implement the Acquisition by way of a tender offer without the prior written consent of the Administrative Agent.

Progress of the Scheme. (a) Parent Holdings shall procure that the: (i) Scheme Circular is dispatched by the Target as soon as practicable and in any event within 28 days of the date of issue of the Press Release (or on or before such later date as the Panel may permit) or, if later, promptly after the date on which the Court convenes a meeting of the holders of the Target Shares to consider the Scheme; and (ii) material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required by the Panel, the Court or the SEC. (b) Parent Holdings will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent Holdings becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached breached, and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent Holdings shall not and shall ensure that its subsidiaries do not: (i) take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in the Target under Rule 9 of the Irish Takeover Rules; and (ii) without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the Scheme. (d) Without duplication of its obligations under Section 5.10(b), Parent Holdings shall and shall ensure that each of its subsidiaries dodo : (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents; (ii) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 and the Irish Takeover Rules, subject to any applicable waivers by the Panel; (iii) agree with the Administrative Agent the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld). (e) Parent Holdings shall not and shall ensure that its subsidiaries do not implement the Acquisition by way of a tender offer without the prior written consent of the Administrative Agent.

Progress of the Scheme. (a) Parent Holdings shall procure that the: (i) Scheme Circular is dispatched by the Target as soon as practicable and in any event within 28 days of the date of issue of the Press Release (or on or before such later date as the Panel may permit) or, if later, promptly after the date on which the Court convenes a meeting of the holders of the Target Shares to consider the Scheme; and (ii) material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required by the Panel, the Court or the SEC. (b) Parent Holdings will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent Holdings becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent Holdings shall not and shall ensure that its subsidiaries do not: (i) take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in the Target under Rule 9 of the Irish Takeover Rules; and (ii) without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the Scheme. (d) Without duplication of its obligations under Section 5.10(b), Parent Holdings shall and shall ensure that each of its subsidiaries do: (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents; (ii) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 and the Irish Takeover Rules, subject to any applicable waivers by the Panel; (iii) agree with the Administrative Agent the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld). (e) Parent Holdings shall not and shall ensure that its subsidiaries do not implement the Acquisition by way of a tender offer without the prior written consent of the Administrative Agent.

Progress of the Scheme. (a) Parent Holdings shall procure that the: (i) Scheme Circular is dispatched by the Target as soon as practicable and in any event within 28 days of the date of issue of the Press Release (or on or before such later date as the Panel may permit) or, if later, promptly after the date on which the Court convenes a meeting of the holders of the Target Shares to consider the Scheme; and (ii) material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required by the Panel, the Court or the SEC. (b) Parent Holdings will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent Holdings becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent shall not and shall ensure that its subsidiaries do not: (i) take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in the Target under Rule 9 of the Irish Takeover Rules; and (ii) without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the Scheme. (d) Without duplication of its obligations under Section 5.10(b), Parent shall and shall ensure that each of its subsidiaries do: (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents; (ii) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 and the Irish Takeover Rules, subject to any applicable waivers by the Panel; (iii) agree with the Administrative Agent the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld). (e) Parent shall not and shall ensure that its subsidiaries do not implement the Acquisition by way of a tender offer without the prior written consent of the Administrative Agent.

Progress of the Scheme. (a) Parent The Revolving Borrower shall procure that the: (i) Scheme Circular is dispatched by Eagle as soon as practicable and in any event within 28 days of the date of issue of the Press Release (or on or before such later date as the Panel may permit) or, if later, promptly after the date on which the Court convenes a meeting of the holders of the Shares to consider the Scheme; and (ii) material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the draft Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or such change is required by the Panel, the Court or the SEC. (b) Parent The Revolving Borrower will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, Scheme and (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent The Revolving Borrower shall not and shall ensure that its subsidiaries do not: (i) take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in the Target Eagle under Rule 9 of the Irish Takeover Rules; and (ii) without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the Scheme. (d) Without duplication of its their obligations under Section 5.10(b), Parent shall and shall ensure that each of its subsidiaries doRevolving Borrower shall: (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents; (ii) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 2012 and the Irish Takeover Rules, subject to any applicable waivers by the Panel; (iii) agree with the Administrative Agent the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld). (e) Parent The Revolving Borrower shall not and shall ensure that its subsidiaries do not implement the Eagle Acquisition by way of a tender offer without the prior written consent of the Administrative Agent.

Progress of the Scheme. (ai) Parent shall procure Ensure that neither the material terms Borrower nor any Subsidiary will: (A) increase, or do anything which might result in an increase of, the offer price for the NSB Shares as specified in the Scheme Press Release; (B) agree to change the date of the meeting of the shareholders of the NSB which is being held to consider the Scheme; (C) amend or vary any other term or condition of the Scheme Circular are not inconsistent in any material respect with, (or contrary to, agree to any such amendment or variation); (D) do or permit to be done (otherwise than on the terms instructions of the Press Release delivered Panel or to permit the Administrative Agent pursuant Scheme to become or declare the terms Scheme unconditional without any breach of this Credit Agreement unless clause) anything which would cause the Administrative Agent has approved in writing Panel to regard any material term or condition of the Scheme as having been waived or withdrawn; (which approval shall not be unreasonably withheld, delayed or conditionedE) such change in advance or is save as required by the Panel, waive, withdraw or fail to enforce any material term or condition of the Court Scheme; (F) save as required by the Panel declare, accept or treat as satisfied any condition of the Scheme where it is not actually satisfied or has not been complied with; (G) agree to any arrangement with any governmental, regulatory or similar authority in order to satisfy any term or condition of the Scheme; or (H) issue any press release or make any statement or announcement (other than the Scheme Press Release) which makes reference to any of the Administrative Agent, the Arranger, any Lender, this Credit Agreement or any other Loan Document without the Administrative Agent’s consent unless required by Law, the City Code, the UK Listing Authority or the SECPanel (in which case the Borrower must notify the Administrative Agent as soon as practicable upon becoming aware of the requirement). (bii) Parent will keep Comply in all material respects with (A) the City Code (subject to any waivers granted by the Panel), the Financial Services and Markets Xxx 0000, the Companies Xxx 0000 and/or the Companies Xxx 0000 (as applicable) and all other applicable statutes, laws and regulations relevant in the context of the Scheme and all court orders relating to the Scheme; and (B) the terms of the NSB Implementation Agreement. (iii) Keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and (iwithout limitation to the foregoing) promptly deliver supply to the Administrative Agent any material documents Agent: (A) copies of all documents, certificates, notices or announcements (including press and other public announcements) received or issued by it (or on its behalf) in relation to the SchemeScheme (including, without limitation to the foregoing, all documents, certificates, notices or announcements received by them from the Panel, the OFT, the Competition Commission or any other regulatory authority (including a copy of the Court)); and (B) any other information regarding the Scheme Document (subject to applicable legal or regulatory restrictions on disclosure the progress thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from in its possession as the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme, (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued, may reasonably request. (iv) notify the Administrative Agent promptly following the occurrence of any Mandatory Cancellation Event and/or Parent becoming aware of any event, matter or default, whereby any of the conditions set forth in Appendix III to the Press Release become incapable of satisfaction or may have been breached and (v) notify the Administrative Agent promptly of all communications with the Panel concerning the Acquisition by or on their behalf or of which they are aware and which in each case are material to the interests of the Lenders. (c) Parent shall not and shall ensure Ensure that its subsidiaries do not: (i) take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) not obliged to make an a mandatory offer to shareholders in the Target under Rule 9 of the Irish Takeover Rules; and (ii) without the prior written consent of the Administrative Agent, acquire any Target Shares other than under the SchemeCity Code. (dv) Without duplication of its obligations under Section 5.10(b), Parent shall and shall ensure that each of its subsidiaries doPromptly notify the Administrative Agent if: (iA) comply in all material respects with its obligations under the Scheme and the Scheme Documentslapses or is withdrawn; (iiB) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2013 and Scheme or the Irish Takeover Rules, subject to any applicable waivers reduction of capital is rejected by the Panelcourt; (iiiC) agree the Borrower or any Subsidiary becomes aware of a circumstance or event which if not waived, would entitle the Borrower or, if applicable, the Wholly Owned Subsidiary proposing to acquire the NSB Shares (with the Administrative Agent Panel’s consent, if needed) to lapse or withdraw the content of, and will deliver to the Administrative Agent copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or describing the Lenders or the Loans (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Lenders or the Loans without the prior written consent of the Administrative Agent (not to be unreasonably withheld).Scheme; or (eD) Parent shall not and shall ensure that its subsidiaries do not implement the Acquisition by way of a tender offer without the prior written consent of the Administrative AgentCourt Order is issued.