Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. 31.2.1 Subject to compliance with the provisions of sub-clauses 26.6.3 and 26.6.4 of Clause 26.6 ("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: (a) all the Lenders approve the addition of that Subsidiary (which approval is not to be unreasonably withheld) other than in the case of a Subsidiary incorporated in the United Kingdom or the United States of America, in which case no approval by the Lenders is required; (b) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (c) the Company confirms that no Default is continuing or will occur as a result of that Subsidiary becoming an Additional Borrower; and (d) 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. 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).

Additional Borrowers. 31.2.1 (a) Subject to compliance with the provisions of sub-clauses 26.6.3 paragraphs (c) and 26.6.4 (d) of Clause 26.6 24.8 ("Know your customer" checks), the Company may request that any other member of its Subsidiaries the Group becomes an Additional BorrowerBorrower (Vertragsbeitritt). That Subsidiary other member of the Group shall become an Additional Borrower if: (ai) it is Bidco or all the Lenders approve the addition of that Subsidiary other member of the Group (which such approval is not to be unreasonably withheld) other than in the case of a Subsidiary incorporated in the United Kingdom withheld or the United States of America, in which case no approval by the Lenders is requireddelayed); (bii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (ciii) the Company confirms that no Default is continuing or will would occur as a result of that Subsidiary member of the Group becoming an Additional Borrower; and (div) 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. 31.2.2 (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 of Schedule 2 (Conditions precedent).. Table of Contents

Additional Borrowers. 31.2.1 (a) Subject to compliance with the provisions of sub-clauses 26.6.3 paragraphs (c) and 26.6.4 (d) of Clause 26.6 20.8 ("“Know your customer" ” checks), the Company Parent may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if: (ai) that Subsidiary is a limited liability company incorporated in England and Wales or all the Lenders approve the addition of that Subsidiary (which approval is not to be unreasonably withheld) other than in the case of a Subsidiary incorporated in the United Kingdom or the United States of America, in which case no approval by the Lenders is requiredSubsidiary; (bii) the Company Obligors’ Agent delivers to the Facility Agent a duly completed and executed Accession Letter; (ciii) the Company Obligors’ Agent confirms that no Default is continuing or will would occur as a result of that Subsidiary becoming an Additional Borrower; and (div) the Facility 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 Facility Agent, acting reasonably. 31.2.2 (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 III II of Schedule 2 (Conditions precedentPrecedent).

Additional Borrowers. 31.2.1 (a) Subject to compliance with the provisions of sub-clauses 26.6.3 paragraphs (c) and 26.6.4 (d) of Clause 26.6 20.10 ("“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: (ai) in relation to any Subsidiary not incorporated in England and Wales, France, The Netherlands, Germany or Canada, all the Lenders approve the addition of that Subsidiary (which such approval is not to be unreasonably withheld) other than in the case of a Subsidiary incorporated in the United Kingdom or the United States of America, in which case no approval by the Lenders is required); (bii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (ciii) the Company confirms that no Default is continuing or will would occur as a result of that Subsidiary becoming an Additional Borrower; and (div) 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. 31.2.2 (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).

Additional Borrowers. 31.2.1 (a) Subject to compliance with the provisions of sub-clauses 26.6.3 paragraphs (c) and 26.6.4 (d) of Clause 26.6 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: (ai) all the Majority Lenders approve the addition of that Subsidiary (which such approval is not to be unreasonably withheld) other than in the case of a Subsidiary incorporated in the United Kingdom withheld or the United States of America, in which case no approval by the Lenders is requireddelayed); (bii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (ciii) the Company confirms that no Default is continuing or will would occur as a result of that Subsidiary becoming an Additional Borrower; and (div) 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. 31.2.2 (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).

Additional Borrowers. 31.2.1 (a) Subject to compliance with the provisions of sub-clauses 26.6.3 paragraphs (c) and 26.6.4 (d) of Clause 26.6 20.11 ("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: (ai) all it is incorporated in the same jurisdiction of an existing Borrower and the Majority Lenders approve the addition of that Subsidiary Subsidiary; (which approval is ii) if not to be unreasonably withheld) other than in the case of a Subsidiary incorporated in the United Kingdom or same jurisdiction of an existing Borrower, all Lenders approve the United States addition of America, in which case no approval by the Lenders is requiredthat Subsidiary; (biii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (civ) the Company confirms that no Default is continuing or will would occur as a result of that Subsidiary becoming an Additional Borrower; and (dv) 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. 31.2.2 (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).

Additional Borrowers. 31.2.1 (a) Subject to compliance with the provisions of sub-clauses 26.6.3 paragraphs (c) and 26.6.4 (d) of Clause 26.6 24.7 ("“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: (ai) if all the Lenders under the relevant Facility under which that Subsidiary will become a Borrower approve the addition of that Subsidiary (which approval is not to be unreasonably withheld) other than in the case of a Subsidiary incorporated in the United Kingdom or the United States of America, in which case no approval by the Lenders is requiredSubsidiary; (bii) subject to the Guarantee Principles, that Subsidiary also becomes a Guarantor; (iii) the Company delivers and that Subsidiary deliver to the Facility Agent a duly completed and executed Accession Letter; (civ) the Company confirms that no Default is continuing or will would occur as a result of that Subsidiary becoming an Additional Borrower; and (dv) the Facility 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 Facility Agent, acting reasonably. 31.2.2 (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 3 of Schedule 2 (Conditions precedentPrecedent).

Additional Borrowers. 31.2.1 (a) Subject to compliance with the provisions of sub-clauses 26.6.3 paragraphs (c) and 26.6.4 (d) of Clause 26.6 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: (ai) all the Lenders (acting reasonably) approve the addition of that Subsidiary (and which approval they shall do so if that Subsidiary is not to be unreasonably withheld) other than in the case of a Subsidiary wholly owned subsidiary incorporated in the United Kingdom or the United States of America, in which case no approval by the Lenders is requiredKingdom; (bii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (ciii) the Company confirms that no Default is continuing or will would occur as a result of that Subsidiary becoming an Additional Borrower; and (div) 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 reasonably satisfactory to the Facility Agent, acting reasonably. 31.2.2 (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 II of Schedule 2 (Conditions precedent).

Additional Borrowers. 31.2.1 (a) Subject to compliance with the provisions of sub-clauses 26.6.3 paragraphs (c) and 26.6.4 (d) of Clause 26.6 22.7 ("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: (ai) all (where such Additional Borrower is not incorporated or organised in either the United Kingdom or the United States) the Majority Lenders approve the addition of that Subsidiary (which approval is not to be unreasonably withheld) other than in the case of a Subsidiary incorporated in the United Kingdom or the United States of America, in which case no approval by the Lenders is requiredSubsidiary; (bii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; (ciii) the Company confirms that no Default is continuing or will would occur as a result of that Subsidiary becoming an Additional Borrower; and (div) 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. 31.2.2 (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).