Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 ("Know your customer" checks), the Company may request that any other member of the Group becomes an Additional Borrower (Vertragsbeitritt). That other member of the Group shall become an Additional Borrower if: (i) it is Bidco or all the Lenders approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed); (ii) the Company delivers to the 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 member of the Group becoming an Additional Borrower; and (iv) the Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) The 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 III of Schedule 2 (Conditions precedent). Table of Contents

Additional Borrowers. (a) 31.2.1 Subject to compliance with the provisions of paragraphs (c) sub-clauses 26.6.3 and (d) 26.6.4 of Clause 24.8 26.6 ("Know your customer" checks), the Company may request that any other member of the Group its Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (ia) it is Bidco or all the Lenders approve the addition of that other member of the Group Subsidiary (such which approval is not to be unreasonably withheld withheld) other than in the case of a Subsidiary incorporated in the United Kingdom or delayed)the United States of America, in which case no approval by the Lenders is required; (iib) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iiic) the Company confirms that no Default is continuing or would will occur as a result of that member of the Group Subsidiary becoming an Additional Borrower; and (ivd) the Facility Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent, acting reasonably. (b) 31.2.2 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 III of Schedule 2 (Conditions precedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 25.10 ("“Know your customer" ” checks), the Company Parent may request that any other member of the Group its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes an Additional Borrower (Vertragsbeitritt)a Borrower. That other member of the Group Subsidiary shall become an Additional a Borrower if: (i) it is Bidco or all the Lenders approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed)Subsidiary; (ii) the Company delivers Parent and that Subsidiary deliver to the relevant Agent a duly completed and executed Accession Letter; (iii) Subject to the Company guarantee limitations in this Agreement, the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Parent confirms that no Default is continuing or would occur as a result of that member of the Group Subsidiary becoming an Additional Borrower; and (ivv) the Agent has Agents have received all of the documents and other evidence listed in Part II and, if applicable, Part III of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) The Agent Agents shall notify the Company Parent 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 precedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 20.8 ("“Know your customer" ” checks), the Company may request that any other member of the Group its Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (i) it is Bidco or all the Lenders (acting reasonably) approve the addition of that other member of Subsidiary and which they shall do so if that Subsidiary is a wholly owned subsidiary incorporated in the Group (such approval not to be unreasonably withheld or delayed)United Kingdom; (ii) the Company delivers to the 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 member of the Group Subsidiary becoming an Additional Borrower; and (iv) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance reasonably satisfactory to the Agent. (b) The 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 III II of Schedule 2 (Conditions precedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 20.11 ("Know your customer" checks), the Company may request that any other member of the Group its wholly owned Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (i) it is Bidco or all incorporated in the same jurisdiction of an existing Borrower and the Majority Lenders approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed)Subsidiary; (ii) if not incorporated in the same jurisdiction of an existing Borrower, all Lenders approve the addition of that Subsidiary; (iii) the Company delivers to the Agent a duly completed and executed Accession Letter; (iiiiv) the Company confirms that no Default is continuing or would occur as a result of that member of the Group Subsidiary becoming an Additional Borrower; and (ivv) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) The 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 III II of Schedule 2 (Conditions precedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 24.7 ("“Know your customer" ” checks), the Company may request that any other member of the Group its wholly-owned Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)a Borrower. That other member of the Group Subsidiary shall become an Additional a Borrower if: (i) it is Bidco or if all the Lenders under the relevant Facility under which that Subsidiary will become a Borrower approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed)Subsidiary; (ii) subject to the Guarantee Principles, that Subsidiary also becomes a Guarantor; (iii) the Company delivers and that Subsidiary deliver to the Agent a duly completed and executed Accession Letter; (iiiiv) the Company confirms that no Default is continuing or would occur as a result of that member of the Group Subsidiary becoming an Additional Borrower; and (ivv) the Agent has received all of the documents and other evidence listed in Part III 3 of Schedule 2 (Conditions precedentPrecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) The 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 III 3 of Schedule 2 (Conditions precedentPrecedent). Table of Contents.

Additional Borrowers. (a) 31.2.1 Subject to compliance with the provisions of paragraphs (c) sub-clauses 26.6.3 and (d) 26.6.4 of Clause 24.8 26.6 ("“Know your customer" ” checks), the Parent Company may request that any other member of the Group its Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (ia) it is Bidco or all the Lenders approve the addition of that other member of the Group Subsidiary (such which approval is not to be unreasonably withheld withheld) other than in the case of a Subsidiary incorporated in the United Kingdom or delayed)the United States of America, in which case no approval by the Lenders is required; (iib) the Parent Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iiic) the Parent Company confirms that no Default is continuing or would will occur as a result of that member of the Group Subsidiary becoming an Additional Borrower; and (ivd) the Facility Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent, acting reasonably. (b) 31.2.2 The Facility Agent shall notify the Parent 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 III of Schedule 2 (Conditions precedent). Table of Contents.

Additional Borrowers. (a) 32.2.1 Subject to compliance with the provisions of paragraphs (c) sub-clauses 27.6.3 and (d) 27.6.4 of Clause 24.8 27.6 ("“Know your customer" ” checks), the Parent Company may request that any other member of the Group its Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (ia) it is Bidco or all the Lenders approve the addition of that other member of the Group Subsidiary (such which approval is not to be unreasonably withheld withheld) other than in the case of a Subsidiary incorporated in the United Kingdom or delayed)the United States of America, in which case no approval by the Lenders is required; (iib) the Parent Company delivers to the Facility Agent a duly completed and executed Accession Letter; (iiic) the Parent Company confirms that no Default is continuing or would will occur as a result of that member of the Group Subsidiary becoming an Additional Borrower; and (ivd) the Facility Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent, acting reasonably. (b) 32.2.2 The Facility Agent shall notify the Parent 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 III II of Schedule 2 (Conditions precedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 20.8 ("“Know your customer" ” checks), the Company may request that any other member of the Group its Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (i) it is Bidco or all the Lenders (acting reasonably) approve the addition of that other member of Subsidiary and which they shall do so if that Subsidiary is a wholly owned subsidiary incorporated in the Group (such approval not to be unreasonably withheld United Kingdom or delayed)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 member of the Group Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part III B 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 III B of Schedule 2 (Conditions precedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 22.7 ("Know your customer" checks), the Company may request that any other member of the Group its wholly owned Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (i) it (where such Additional Borrower is Bidco not incorporated or all organised in either the United Kingdom or the United States) the Majority Lenders approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed)Subsidiary; (ii) the Company delivers to the 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 member of the Group Subsidiary becoming an Additional Borrower; and (iv) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) The 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 III II of Schedule 2 (Conditions precedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 20.8 ("“Know your customer" ” checks), the Company Parent may request that any other member of the Group its wholly owned Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (i) it that Subsidiary is Bidco a limited liability company incorporated in England and Wales or all the Lenders approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed)Subsidiary; (ii) the Company Obligors’ Agent delivers to the 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 member of the Group Subsidiary becoming an Additional Borrower; and (iv) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions precedentPrecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) The 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 III II of Schedule 2 (Conditions precedentPrecedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs clause 22.9 (c) and (d) of Clause 24.8 ("“Know your customer" ” checks), the Company Parent may request that any other member of the Group its direct or indirect Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (i) it is Bidco incorporated in Bermuda, the United States of America or the United Kingdom or any other jurisdiction approved by the Lenders; (ii) all the Lenders approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed)Subsidiary; (iiiii) the Company delivers Parent and that Subsidiary deliver to the Agent a duly completed and executed Accession Letter; (iiiiv) the Company Subsidiary is (or becomes) a Guarantor prior to, or at the same time as, becoming a Borrower; (v) the Parent confirms that no Default is continuing or would occur as a result of that member of the Group Subsidiary becoming an Additional Borrower; and (ivvi) the Agent has received all of the documents and other evidence listed in Part III part 2 of Schedule schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) The Agent shall notify the Company Parent 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 III part 2 of Schedule schedule 2 (Conditions precedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 20.7 ("Know your customer" checks), the Company may request that any other member of the Group its wholly owned Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (i) it is Bidco or all the Majority Lenders approve the addition of that other member of the Group Subsidiary (such approval not to be unreasonably withheld or delayed); (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 member of the Group Subsidiary becoming an Additional Borrower; and (iv) the Facility Agent has received all of the documents and other evidence listed in Part III 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 III II of Schedule 2 (Conditions precedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 20.7 ("Know your customer" checks), the Company Parent may request that any other member of the Group becomes its Subsidiaries become an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: : (i) it either: (A) that Subsidiary is Bidco a wholly-owned Subsidiary incorporated in the same jurisdiction as an existing Borrower; or (B) all the Lenders Lenders, acting reasonably, approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed); Subsidiary; (ii) the Company Parent delivers to the Agent a duly completed and executed Accession Letter; ; (iii) the Company Parent confirms that no Default is continuing or would occur as a result of that member of the Group Subsidiary becoming an Additional Borrower; and and (iv) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions precedentPrecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. . 81 3203820842 (b) The Agent shall notify the Company Parent 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 III II of Schedule 2 (Conditions precedentPrecedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 21.8 ("“Know your customer" ” checks), the Company Parent may request that any other member of the Group its wholly owned Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (i) it that Subsidiary is Bidco a limited liability company incorporated in England and Wales or all the Lenders approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed)Subsidiary; (ii) the Company Obligors’ Agent delivers to the 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 member of the Group Subsidiary becoming an Additional Borrower; and (iv) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions precedentPrecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) The 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 III II of Schedule 2 (Conditions precedentPrecedent). Table of Contents.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 24.8 ("Know your customer" checks), the The Company may request that any other member of the Group its wholly owned Subsidiaries becomes an Additional Borrower (Vertragsbeitritt)Borrower. That other member of the Group Subsidiary shall become an Additional Borrower if: (i) it is Bidco or all the Lenders approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed)Subsidiary; (ii) the Company delivers to the 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 member of the Group Subsidiary becoming an Additional Borrower; (iv) no Tax Deduction will be required to be made in respect of any Lender by an Additional Borrower nor will any Lender suffer any loss, liability or cost on account of Tax pursuant to Clause 13.3 (Tax indemnity) in connection with such Additional Borrower; and (ivv) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) The 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 III II of Schedule 2 (Conditions precedent). Table of Contents.

Additional Borrowers. (a) 30.2.1 Subject to compliance with the provisions of paragraphs Clauses 25.9.3 and 25.9.4 (c) and (d) of Clause 24.8 ("“Know your customer" ” checks), the Company may request that any other member of the Group its wholly owned Subsidiaries which is not dormant becomes an Additional Borrower (Vertragsbeitritt)a Borrower. That other member of the Group Subsidiary shall become an Additional a Borrower if: (ia) it is Bidco or all the Majority Lenders approve the addition of that other member of the Group (such approval not to be unreasonably withheld or delayed)Subsidiary; (iib) the Company delivers and that Subsidiary deliver to the Agent a duly completed and executed Accession Letter; (iiic) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (d) the Company confirms that no Default is continuing or would occur as a result of that member of the Group Subsidiary becoming an Additional Borrower; and (ive) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions precedentPrecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) 30.2.2 The 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 III II of Schedule 2 (Conditions precedentPrecedent). Table of Contents.