Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. Notwithstanding anything in Section 9.02 to the contrary, following the Effective Date, Bidco and the Borrowers may request that one or more Subsidiaries of Bidco that is a Restricted Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Borrower Representative. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a Guarantor. Any obligations in respect of Borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. Notwithstanding anything in Section 9.02 to (a) On or at any time after the contrary, following the Effective Funding Date, Bidco and the Borrowers Parent Borrower may request that one or more Subsidiaries designate any Wholly-Owned Subsidiary of Bidco that is a Restricted Subsidiary incorporated under the laws of England and Wales be added Parent Borrower as an additional Revolving Additional Borrower under the Revolving Facility by delivering delivery to the Administrative Agent Agent, at least ten (10) Business Days prior to such designation, of (i) an Additional Borrower Agreement executed by such Subsidiary Subsidiary, the Guarantors and the Borrowers, substantially in the form of Exhibit 2.17 hereto (each, an “Additional Borrower RepresentativeAgreement”) and (ii) a written opinion (addressed to the Administrative Agent and the Lenders) of counsel of such Subsidiary or Subsidiaries, which opinion shall be in form, content and scope reasonably satisfactory to the Administrative Agent, addressing such matters as the Administrative Agent or any Lender may reasonably request; provided that the Administrative Agent, the Issuing Banks and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to such Additional Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested by the Administrative Agent and the Lenders a reasonable period in advance of such designation. Such Upon delivery of the above-mentioned documents, such Subsidiary shall for all purposes of this Agreement be a Revolving an Additional Borrower and a Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a Guarantor. Any obligations in respect of Borrowings by any Additional Borrower under party to this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan DocumentsAgreement. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. Notwithstanding anything in Section 9.02 to the contrary(a) The Parent may at any time, following the Effective Date, Bidco and the Borrowers may request that one or more Subsidiaries of Bidco that is a Restricted Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering upon not less than 15 Business Days’ written notice to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Borrower Representative. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent shall agree) after delivery in its sole discretion), request the designation of such Additional Borrower Agreement and (ii) receipt by the Lenders and the any wholly-owned domestic Restricted Subsidiary as a “Borrower” to receive extensions of credit hereunder. The Administrative Agent of such documentation and other information reasonably requested by shall promptly notify the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a GuarantorLenders. Any obligations in respect of Borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower AgreementThereafter, the Administrative Agent shall send a copy thereof joinder agreement or other similar agreement in form and substance satisfactory to each Lenderthe Administrative Agent specifying the effective date upon which such wholly-owned domestic Restricted Subsidiary shall constitute a Borrower for purposes hereof. Upon the execution of such agreement by the Parent, such Restricted Subsidiary and the Administrative Agent, such Restricted Subsidiary shall be a Borrower and permitted to receive extensions of credit hereunder, on the terms and conditions set forth herein and therein, and such Restricted Subsidiary otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Application may be submitted by or on behalf of such newly-designated Borrower until the date 5 Business Days after such effective date. The parties hereto acknowledge and agree that, prior to any wholly-owned domestic Restricted Subsidiary becoming entitled to utilize the credit facilities provided for in this Agreement, the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, “know-your-customer” information and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion.

Additional Borrowers. (a) Notwithstanding anything in Section 9.02 10.12 to the contrary, following the Effective Closing Date, Bidco and the Borrowers Parent Borrower may request that one or more of its Restricted Subsidiaries of Bidco that is a Restricted wholly-owned Domestic Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Parent Borrower, which Additional Borrower RepresentativeAgreement may be accepted or rejected by the Required Lenders. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after no earlier than the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall may in its discretion agree) after delivery of such Additional Borrower Agreement and any other document required to be delivered pursuant to Section 4.03 and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any provided that there has been no written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that (a) each Additional Borrower shall also be a GuarantorGuarantor and (b) the Administrative Agent shall have confirmed that neither it nor any Lender shall be materially adversely affected by the addition of such Additional Borrower. Any obligations in respect of Borrowings borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. (a) Notwithstanding anything in Section 9.02 11.12 to the contrary, following the Effective Closing Date, Bidco and the Borrowers Parent Borrower may request that one or more of its Subsidiaries of Bidco that is a wholly-owned domestic Restricted Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Parent Borrower, which Additional Borrower RepresentativeAgreement may be accepted or rejected by the Required Lenders. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after no earlier than the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall may in its discretion agree) after delivery of such Additional Borrower Agreement and any other document required to be delivered pursuant to Section 4.03 and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any provided that there has been no written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that (a) each Additional Borrower shall also be a GuarantorGuarantor and (b) the Administrative Agent shall have confirmed that neither it nor any Lender shall be materially adversely affected by the addition of such Additional Borrower. Any obligations in respect of Borrowings borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. (a) Notwithstanding anything in Section 9.02 10.12 to the contrary, following the ClosingThird Amendment Effective Date, Bidco and the Borrowers Parent Borrower may request that one or more of its Restricted Subsidiaries of Bidco that is a Restricted wholly-owned Domestic Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Parent Borrower, which Additional Borrower RepresentativeAgreement may be accepted or rejected by the Required Lenders. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after no earlier than the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall may in its discretion agree) after delivery of such Additional Borrower Agreement and any other document required to be delivered pursuant to Section 4.03 and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any regulations; provided that there has been no written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that (a) each Additional Borrower shall also be a GuarantorGuarantor and (b) the Administrative Agent shall have confirmed that neither it nor any Lender shall be materially adversely affected by the addition of such Additional Borrower. Any obligations in respect of Borrowings borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. Notwithstanding anything in Section 9.02 to the contrary, following the Effective Closing Date, Bidco and the Borrowers Borrower may request that one or more of its Foreign Subsidiaries of Bidco that is a Restricted Wholly-Owned Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower borrower (the “Additional Borrower”) under the Revolving Facility Facilities by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Foreign Subsidiary and the Borrower Representativeand specifying the proposed effective date thereof; provided that the jurisdiction of organization of such Foreign Subsidiary shall be reasonably satisfactory to each Lender. Such Foreign Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower borrower hereunder after no earlier than the latest of (i) five twenty (520) Business Days days (or such shorter period as the Administrative Agent shall may in its discretion agree) after delivery of such Additional Borrower Agreement and Agreement; (ii) five (5) Business Days after receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any provided that there has been no written objection submitted by any of the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a Guarantor. Any obligations in respect of Borrowings (iii) the receipt by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall send a copy thereof and the Lenders of opinions of counsel relating to each Lender.such Additional Borrower Agreement (and the guarantee referred to below) in form and substance reasonably satisfactory to the Administrative Agent and covering such customary matters in connection therewith as may be requested by the Administrative Agent; and

Additional Borrowers. (a) Notwithstanding anything in Section 9.02 10.12 to the contrary, following the Third Amendment Effective Date, Bidco and the Borrowers Parent Borrower may request that one or more of its Restricted Subsidiaries of Bidco that is a Restricted wholly-owned Domestic Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Parent Borrower, which Additional Borrower RepresentativeAgreement may be accepted or rejected by the Required Lenders. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after the latest of (i) no earlier than five (5) Business Days (or such shorter period as the Administrative Agent shall may in its discretion agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of such documentation and any other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any document required to be delivered pursuant to Section 4.03; provided that there has been no written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that (a) each Additional Borrower shall also be a GuarantorGuarantor and (b) the Administrative Agent shall have confirmed that neither it nor any Lender shall be materially adversely affected by the addition of such Additional Borrower. Any obligations in respect of Borrowings borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. Notwithstanding anything in Section 9.02 10.01 to the contrary, following the Effective Closing Date, Bidco and the Borrowers Administrative Borrower may request that one or more of its Subsidiaries of Bidco that is a Wholly-Owned Domestic Restricted Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility this Agreement by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Borrower RepresentativeAdministrative Borrower. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that each Additional Borrower shall also be a Guarantor. Any obligations in respect of Borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, Agreement the Administrative Agent shall send a copy thereof to each Lender.. 73

Additional Borrowers. Notwithstanding anything in Section 9.02 11.12 to the contrary, following the Effective Closing Date, Bidco and the Borrowers Parent Borrower may request that one or more of its Subsidiaries of Bidco that is a wholly-owned domestic Restricted Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Borrower RepresentativeParent Borrower. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information Table of Contents reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that (a) each Additional Borrower shall also be a GuarantorGuarantor and (b) neither the Administrative Agent nor any Lender shall be materially adversely affected by the addition of such Additional Borrower. Any obligations in respect of Borrowings borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. (a) Notwithstanding anything in Section 9.02 10.12 to the contrary, following the ThirdFifth Amendment Effective Date, Bidco and the Borrowers Parent Borrower may request that one or more of its Restricted Subsidiaries of Bidco that is a Restricted wholly-owned Domestic Subsidiary incorporated under the laws of England and Wales be added as an additional Revolving Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Parent Borrower, which Additional Borrower RepresentativeAgreement may be accepted or rejected by the Required Lenders. Such Subsidiary shall for all purposes of this Agreement be a Revolving Borrower and a Borrower hereunder after the latest of (i) no earlier than five (5) Business Days (or such shorter period as the Administrative Agent shall may in its discretion agree) after delivery of such Additional Borrower Agreement and (ii) receipt by the Lenders and the Administrative Agent of such documentation and any other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any document required to be delivered pursuant to Section 4.03; provided that there has been no written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that (a) each Additional Borrower shall also be a GuarantorGuarantor and (b) the Administrative Agent shall have confirmed that neither it nor any Lender shall be materially adversely affected by the addition of such Additional Borrower. Any obligations in respect of Borrowings borrowings by any Additional Borrower under this Agreement will constitute “Loan Document Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, Agreement the Administrative Agent shall send a copy thereof to each Lender.