Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. (a) The Company may request that any of its Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it is incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, all the Lenders approve the addition of that Subsidiary; Back to Contents (ii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).

Additional Borrowers. (a) The Company may request that any of its Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it is incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, all the Lenders approve the addition of that Subsidiary; Back to Contents; (ii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraph (c) of Clause 20.5 (“Know your customer” checks), the Company may request that any of its Subsidiaries UK Finance Subsidiary and/or US Finance Subsidiary becomes an Additional BorrowerBorrower (Vertragsbeitritt). That Subsidiary shall become an Additional Borrower if: (i) it is incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, all the Lenders approve the addition of that Subsidiary; Back to Contents (ii) the Company delivers to the Facility Agent a duly completed and executed Borrower Accession Letter; (iiiii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iviii) the Facility Agent has received all of the documents and other evidence listed in Part II (a) (Conditions Precedent required to be delivered by an Additional Borrower) of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II (a) of Schedule 2 (Conditions Precedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.7 ("Know your customer" checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it such Subsidiary is not a finance Subsidiary and is incorporated in either Switzerland or The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, or all the Lenders approve the addition of that Subsidiary; Back to Contents; (ii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance reasonably satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance reasonably satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedentprecedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.9 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes an Additional a Borrower. That Subsidiary shall become an Additional a Borrower if: (i) it is incorporated in The Netherlands orthe same jurisdiction as an existing Borrower, or is incorporated in the case of a Subsidiary incorporated outside of The NetherlandsBelgium, Denmark, England, France, Germany, Ireland, Spain or Sweden, or otherwise if all the Lenders approve the addition of that Subsidiary; Back to Contents; (ii) the Company delivers and that Subsidiary deliver to the Facility Agent a duly completed and executed Accession Letter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (ivv) the Facility Agent has received all of the documents and other evidence listed in Part II 2 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II 2 of Schedule 2 (Conditions Precedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 20.6 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it is incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, all the Lenders approve Lender approves the addition of that Subsidiary; Back to Contents; (ii) the Company delivers to the Facility Agent Lender a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent Lender has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agentit. (b) The Facility Agent Lender shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.6 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it is incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, all the Lenders participating in the relevant Facility approve the addition of that Subsidiary; Back to Contents; (ii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedentprecedent).

Additional Borrowers. (a) The Company may request that any of its Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it is incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, all the Lenders (acting reasonably) approve the addition of that Subsidiary; Back to ContentsSubsidiary and which they shall so do if that Subsidiary is a wholly owned subsidiary incorporated in the United Kingdom; (ii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance reasonably satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance reasonably satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 20.6 ("Know your customer" checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it for a Subsidiary that is not incorporated in The Netherlands orthe United Kingdom, in the case of a Subsidiary incorporated outside of The Netherlands, all the Majority Lenders approve the addition of that Subsidiary; Back Subsidiary (such approval not to Contentsbe unreasonably withheld); (ii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; (iv) that Subsidiary becomes an Additional Guarantor in accordance with Clause 28.3 (Additional Guarantors); and (ivv) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility AgentAgent (acting reasonably). (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedentprecedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 20.7 ("Know your customer" checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it for a Subsidiary that is not incorporated in The Netherlands orthe United Kingdom, in the case of a Subsidiary incorporated outside of The Netherlands, all the Majority Lenders approve the addition of that Subsidiary; Back Subsidiary (such approval not to Contentsbe unreasonably withheld); (ii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; (iv) that Subsidiary becomes an Additional Guarantor in accordance with Clause 28.3 (Additional Guarantors); and (ivv) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility AgentAgent (acting reasonably). (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedentprecedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 22.8 ("Know your customer" checks), the Company may request that any of its Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it is incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, all the Lenders approve the addition of that Subsidiary; Back Subsidiary (such approval not to Contentsbe unreasonably withheld or delayed); (ii) the Company delivers to the Facility Agent a duly completed and executed Accession LetterLetter and duly completed and executed documentation required for it to accede as a party to the Intercreditor Agreement; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (ivv) the Facility Agent has received all of the documents and other evidence listed in Part II I of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II I of Schedule 2 (Conditions Precedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 20.8 (“Know your customer” checks), the Company may request that any of its Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it is incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, all the Lenders (acting reasonably) approve the addition of that Subsidiary; Back to ContentsSubsidiary and which they shall do so if that Subsidiary is a wholly owned subsidiary incorporated in the United Kingdom or in the same jurisdiction as an existing Borrower; (ii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part II B of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance reasonably satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance reasonably satisfactory to it) all the documents and other evidence listed in Part II B of Schedule 2 (Conditions Precedentprecedent).

Additional Borrowers. (a) The Company may request that any of its Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it is incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, all the Lenders (acting reasonably) approve the addition of that Subsidiary; Back to ContentsSubsidiary and which they shall do so if that Subsidiary is a wholly owned subsidiary incorporated in the United Kingdom; (ii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance reasonably satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance reasonably satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.7 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes an Additional a Borrower. That Subsidiary shall become an Additional a Borrower if: (i) it is incorporated in The Netherlands orthe same jurisdiction as an existing Borrower, or is incorporated in the case of a Subsidiary incorporated outside of The NetherlandsBelgium, Denmark, England, France, Germany, Ireland, Spain or Sweden, or otherwise if all the Lenders approve the addition of that Subsidiary; Back to Contents; (ii) the Company delivers and that Subsidiary deliver to the Facility Agent a duly completed and executed Accession Letter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (ivv) the Facility Agent has received all of the documents and other evidence listed in Part II 2 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II 2 of Schedule 2 (Conditions Precedent).

Additional Borrowers. (a) The Company Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.8 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it that Subsidiary is a limited liability company incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, England and Wales or all the Lenders approve the addition of that Subsidiary; Back to Contents; (ii) the Company Obligors’ Agent delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company Obligors’ Agent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company Obligors’ Agent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).

Additional Borrowers. (a) The Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 22.10 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional a Borrower. That Subsidiary shall become an Additional a Borrower if: (i) it is incorporated in The Netherlands or, in the case same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of a that Subsidiary incorporated outside of The Netherlands, or otherwise if all the Lenders approve the addition of that Subsidiary; Back to Contents; (ii) the Company delivers and that Subsidiary deliver to the Facility Agent a duly completed and executed Accession Letter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (ivv) the Facility Agent has received all of the documents and other evidence listed in Part II and, if applicable, Part III of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II and, if applicable, Part III of Schedule 2 (Conditions Precedentprecedent).

Additional Borrowers. (a) The Company may request that any of its the Company’s wholly owned Subsidiaries (other than Subsidiaries incorporated in South Africa) becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (i) it is incorporated in The Netherlands or, in the case of a Subsidiary incorporated outside of The Netherlands, all the Lenders approve the addition of that Subsidiary; Back to Contents; (ii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part II IV of Schedule 2 1 (Conditions Precedentprecedent required to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II IV of Schedule 2 (Conditions Precedent)1.