Common use of Additional Obligors Clause in Contracts

Additional Obligors. (a) Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”). (b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that: (i) within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the Agent. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. (a) Subject The Borrower shall provide the Lenders with ten (10) Business Days’ (or such shorter time as the Lead Lenders may agree in their sole discretion) notice prior to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that forming or acquiring any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”)new Subsidiary. (b) Subject always Prior to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that: (i) within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) below (c) A member of the Group which is any Person becoming a wholly owned Subsidiary of the Parent Borrower, the structure and governance of such Subsidiary shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the AgentLead Lenders. No Person shall become a Subsidiary or an Obligor to the extent the Lead Lenders determine that the grant of security or Guarantee therefrom would result in any adverse tax consequences to the Lenders. (dc) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties If any Person shall have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no become a Subsidiary of the Parent Borrower, then the Borrower shall, within sixty (60) days thereafter (or such later date as the Lead Lenders may become or remain a Borrower at any time unlessagree), at that time, it is also a Guarantor.cause such Subsidiary to: (fi) The enter into, execute and deliver to the Collateral Agent shall notify such Security Documents as are requested by the Parent and the Lead Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to itthe Lead Lenders, (ii) (if not already so delivered) deliver certificates (or the foreign equivalent thereof, as applicable) representing the Ppledged Iinterests of each such Subsidiary (if any) held by the Borrower or Obligor, as applicable, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt owing by such Subsidiary to the Borrower or any Obligor indorsed in blank to the Collateral Agent, together with, if applicable, supplements to the Collateral Agreement; provided that any Excluded Property shall not be required to be pledged as Collateral and (iii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements and certificates requested by the documents Lead Lenders or the Collateral Agent or required under the Loan Documents, including, but not limited to, copies of organizational documents, resolutions and a signed copy of one or more customary legal opinions of counsel addressed to the Collateral Agent and the other evidence listed Secured Parties, in Part II of Schedule 2 (Conditions Precedent)each case, in form and substance satisfactory to the Lead Lenders. (gd) Notwithstanding anything to the contrary in this Agreement, a Subsidiary As of the Parent that is a controlled foreign corporation (as Fifth Amendment Effective Date, the GPU Servers and GPU Clusters owned by each such term is defined in Section 957 of GPU Obligor are set forth on Schedule 5.23(d), which may be amended from time to time with the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance DocumentsLead Lenders consent.

Additional Obligors. (a) Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request The Company shall procure that any of its wholly owned Subsidiaries person required under Subclause 23.31 (Guarantees) to become an Additional Guarantor, or a person who wishes to become an Additional Guarantor or a Borrower (each an “Additional Obligor”). (b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors)Borrower, the Parent shall procure thatmust: (i) within ten execute and deliver to the Facility Agent an Accession Deed (10) Business Days following completion duly executed by the Company on behalf of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower all existing Borrowers and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Facility Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all each of the documents and other evidence listed in Part II III of Schedule 2 (Conditions PrecedentPrecedent Documents); (iii) in relation deliver to the proposed Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional ObligorGuarantor or Additional Borrower, each in form and substance satisfactory to the Facility Agent; (iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and (v) comply with the other requirements of this Subclause 23.33. (b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it. (c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a): (i) within fourteen days of the relevant person becoming a Material Subsidiary; or (ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility. (d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender. (e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary. (f) In the case of an Additional Borrower under Revolving Borrower, until the Facility B or an Additional Guarantor incorporated in Italy, Agent notifies the other Finance Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the Parent and the Lenders promptly upon being satisfied Company that it has received (those documents and evidence are in form and substance satisfactory to it) all the it (acting reasonably), that Additional Borrower may not use any Facility. The Facility Agent must give this notification as soon as reasonably practicable after receipt of such documents and other evidence listed in Part II of Schedule 2 form and substance satisfactory to it (Conditions Precedentacting reasonably). (g) Notwithstanding anything Delivery of an Accession Deed, executed by the relevant Subsidiary and the Company, to the contrary Facility Agent constitutes confirmation by that Subsidiary and the Company that the Repeating Representations relating to representations and warranties made by the Company or to be made by that Subsidiary are then correct in this Agreementall material respects, a Subsidiary as if made with reference to the facts and circumstances then existing. (h) The Company shall, and shall procure that each relevant member of the Parent Group that is a controlled foreign corporation (as such term is defined its Subsidiary shall, promptly give the Facility Agent all assistance it reasonably requires in Section 957 relation to the security and guarantees to be granted pursuant to this Agreement including, without limitation, promptly answering all reasonable questions and requisitions of the Code) may not (Facility Agent and shall not be obligated to) become a Guarantor for purposes its advisors in relation to the assets of the Finance DocumentsTarget Group.

Additional Obligors. (a) Subject to compliance with The Company (i) will cause any Subsidiary of the provisions of paragraphs (b) Company, whether now owned or hereafter formed or acquired, that becomes a borrower, guarantor or other obligor under the LC Agreement or the Existing Financing Agreements, substantially concurrently, and (cii) may cause any Subsidiary of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries Company to become a Subsidiary Guarantor or a Borrower (each an “Additional ObligorGuarantor”).) under the Subsidiary Guarantee Agreement by executing a joinder agreement to this Agreement in the form set out in Part 1 of Exhibit 9.10 (the “Joinder Agreement”) and in any such event the Company will cause such Subsidiary to deliver the relevant documents and evidence listed in Part 2 of Exhibit 9.10. UTi Worldwide Inc. Note Purchase Agreement (b) Subject always to As from the provisions date of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors)the Joinder Agreement, the Parent relevant Subsidiary shall procure become an Obligor and Subsidiary Guarantor under this Agreement. (c) The Company agrees that: (i) within ten 10 days following execution of a Joinder Agreement it will provide at least one original and to each holder a copy of that Joinder Agreement (10) Business Days following completion with evidence as to payment of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor;any applicable stamp duty or similar tax); and (ii) within ten immediately on execution of any such Joinder Agreement it will provide to each holder a legal opinion (10from legal counsel approved by the Required Holders acting reasonably) Business Days following completion confirming (1) the due execution and delivery of such Joinder Agreement, and the validity and enforceability of the Holdco Merger, Holdco will accede to obligations of the relevant Subsidiary Guarantor under such Joinder Agreement and this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred such exceptions, assumptions and qualifications as are substantially similar to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than those delivered with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member obligations of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member Subsidiary Guarantors as of the Group becoming an Additional Guarantor; provided that the approval date of the Majority Lenders shall not be required, Closing and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor such other matters as the Required Holders may reasonably request so long as such opinions are substantially similar in scope to the opinions delivered in connection with the Parent’s compliance with Clause 28.24 (Closing of this Agreement. The Company shall cause such additional Subsidiary Guarantor Threshold Test and Additional Guarantors); (ii) to deliver such other closing showings as may be reasonably requested by the Parent and the proposed Additional Obligor deliver Required Holders substantially similar in scope to the Agent a duly completed and executed Accession Letter; and (iii) closing showings delivered by the Agent has received all of original Subsidiary Guarantors at the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the AgentClosing. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. The Borrower will cause any Subsidiary of the Borrower, whether now owned or hereafter formed or acquired, that becomes a borrower, guarantor or obligor with respect to, or otherwise provides credit support for, any Material Indebtedness, to promptly thereafter (aand in any event within 30 days) Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Subsidiary Guarantor or a Borrower (each an “Additional ObligorGuarantor”). ) under this Agreement by executing and delivering to Lender a joinder agreement substantially in the form attached hereto as Exhibit C (ba “Joinder Agreement”) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that: (i) within ten (10) Business Days following completion together with appropriate items of the Italian Reorganisation, Italian Holdco will accede to this type described in Section 4.01(a)(iv) and 4.01(a)(v). The Borrower agrees that immediately on execution of any such Joinder Agreement as an Additional Borrower and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as by an Additional Guarantor, in each case subject the Borrower will provide to delivery of the documentation referred to in paragraph Lender a legal opinion (cfrom legal counsel approved by the Lender acting reasonably) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: confirming (i) other than the due execution and delivery of such Joinder Agreement, and the validity and enforceability of the obligations of the relevant Subsidiary Guarantor under such Joinder Agreement and this Agreement subject to such exceptions, assumptions and qualifications as are substantially similar to those delivered with respect to those the obligations of the Subsidiary Guarantors as of the Closing Date and (ii) such other matters as the Lender may reasonably request so long as such opinions are substantially similar in scope to the opinions delivered on the Closing Date. The Borrower shall cause such Additional Obligors set out Guarantor to deliver such other documents as may be reasonably requested by the Lender substantially similar in subparagraphs scope to the documents delivered by the original Subsidiary Guarantors on the Closing Date. Notwithstanding the foregoing, each of (i) the South African Subsidiaries (other than Pyramid Freight BVI to the extent permitted pursuant to Section 9.31 hereunder), to the extent that they do not become an obligor or guarantor under any Global Credit Facility or the Existing Financing Agreements, (ii) UTi Logistics Israel Limited (“UTi Israel”), so long as UTi Israel is not a Wholly-Owned Subsidiary of the Borrower and to the extent it does not become an obligor or guarantor under any Global Credit Facility or the Existing Financing Agreements, and (iii) of paragraph (b) aboveany other Subsidiary to the extent it does not become an obligor or guarantor under any Global Credit Facility or Existing Financing Agreements and to the extent not permitted by applicable Law to execute and deliver a Joinder Agreement to become a Subsidiary Guarantor, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, required to deliver a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the AgentJoinder Agreement hereunder. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. (a) Subject Each Obligor will promptly cause each Subsidiary of such Obligor to compliance with become a party to this Agreement by a joinder agreement reasonably satisfactory to the provisions holders and to become a Guarantor hereunder and, in addition, each Obligor shall cause each Subsidiary of paragraphs (b) such Obligor to grant liens on all the property and (c) assets of Clause 26.6 (“Know your customer” checks)such Subsidiary to secure the obligations of such Subsidiary hereunder and under the other Financing Agreements, in each case, as promptly as practicable after such Subsidiary has been acquired or formed by such Obligor. Notwithstanding the Parent may request that foregoing, no such Subsidiary shall be obligated to become a Guarantor hereunder nor to pledge or secure any of its wholly owned Subsidiaries become a Guarantor assets or a Borrower (each an “Additional Obligor”). (b) Subject always properties to secure Obligations under the provisions Financing Agreements if such guarantee and/or granting of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors)liens, as the Parent shall procure that: case may be, (i) within ten (10) Business Days following completion of the Italian Reorganisationis prohibited by applicable law, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; rule, regulation or ruling, or (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor Subsidiary acquired in connection with a Permitted Acquisition, is prohibited by any existing Acquired Subsidiary Indebtedness Agreement of such Subsidiary, notwithstanding the ParentObligors’ and Subsidiaries’ commercially reasonable efforts to obtain consent from such Subsidiary’s compliance with Clause 28.24 (Guarantor Threshold Test existing lenders to provide such guaranty and Additional Guarantors); (ii) grant such liens. In such event, the Parent and holder shall be entitled to promptly receive from independent counsel for the proposed Additional Obligor deliver to the Agent Obligors a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligorlegal opinion, each reasonably satisfactory in form and substance satisfactory to the Agent. (d) In holders, to the case effect that such Subsidiary is so prohibited with a description, in reasonable detail, of an Additional Borrower under Revolving Facility B the legal or an Additional Guarantor incorporated regulatory prohibition applicable thereto, or the prohibition in Italysuch existing Acquired Subsidiary Indebtedness Agreement. If such legal or regulatory prohibition or the prohibition in such existing Acquired Subsidiary Indebtedness Agreement ever ceases to exist, the Parties have Obligors shall remain obligated to effectuate the transactions contemplated by the first sentence of this Section 9.8. Notwithstanding the provisions of this Section 9.8, it is agreed to make an appropriate increase to that the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary Subsidiaries of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of on Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall 9.8 will not be obligated to) become a Guarantor for purposes of the Finance DocumentsObligors.

Additional Obligors. (ai) Subject to compliance with the provisions of paragraphs (b) and (c) below, a Subsidiary of Clause 26.6 UPC Broadband may become an Additional Guarantor and any member of the Borrower Group may become an Additional Borrower by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor or Additional Borrower (“Know your customer” checksas applicable). (ii) A person which (A) becomes the immediate Holding Company of UPC Broadband or (B) becomes a Guarantor under the Existing Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor. (iii) A member of the Borrower Group that becomes an Additional Borrower shall, prior to or contemporaneously with becoming an Additional Borrower, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement (which may be the same Obligor Accession Agreement entered into by that Additional Borrower referred to in subparagraph (i) above) duly executed by that company as an Additional Guarantor. (iv) Upon execution and delivery of an Obligor Accession Agreement and delivery of the documents specified in subparagraph (v) below, the relevant Subsidiary, member of the Borrower Group or person referred to in subparagraph (i), the Parent may request that any of its wholly owned Subsidiaries (ii) or (iii) above will become a an Additional Guarantor or Additional Borrower and an Additional Guarantor (as applicable). (v) UPC Broadband shall procure that, at the same time as an Obligor Accession Agreement is delivered to the Facility Agent, there is also delivered to the Facility Agent all those documents listed in Part 2 of Schedule 2 (Conditions Precedent Documents), in each case in form and substance satisfactory to the Facility Agent (acting reasonably). (vi) The Obligor Accession Agreement referred to in subparagraph (i) above may, in the case of an Additional Guarantor, with the prior written approval of the Facility Agent, include a Borrower limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 14 (each an “Additional Obligor”)Guarantee) where such limitation is required by any applicable law. (b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure thatUPC Broadband shall: (i) within ten (10) Business Days following completion procure that at all times the value of the Italian Reorganisationaggregate EBITDA of: (A) the Guarantors as of the Effective Date (other than UPC Broadband, Italian Holdco will accede any UPC Broadband Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to this Agreement the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and (B) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as an calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such financial statements have been provided in respect of such Additional Borrower and an Guarantors, as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Obligors) in respect of each Additional Guarantor;), is equal to or greater than 95 per cent. of the Borrower Group’s consolidated EBITDA (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) but, for the avoidance of doubt, deducting any corporate costs or allocations paid or payable by a member of the Borrower Group to one of its Affiliates pursuant to any general services arrangement), if necessary by procuring that additional Subsidiaries of UPC Broadband become Additional Guarantors; and (ii) within ten (10) Business Days following completion of consult with the Holdco Merger, Holdco will accede Facility Agent prior to this Agreement as any entity becoming an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as such entity becoming an Additional Guarantor, in each case subject to delivery the consolidated financial position of the documentation referred Borrower Group (taken as a whole) which would or be reasonably likely to in paragraph (c) (iii) belowhave a Material Adverse Effect. (c) A member of the Borrower Group which is a wholly owned Subsidiary of the Parent shall may only become an Additional Obligor ifBorrower: (i) if such member of the Borrower Group executes an Obligor Accession Agreement prior to or contemporaneously with the execution by the relevant Initial Additional Facility Lenders of the relevant Additional Facility Accession Agreement and (other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed UPC Financing) such Obligor Accession Agreement specifies the relevant Additional Borrower) have approved Facility under which that member of the Borrower Group becoming an Additional Borrower or is to be a Borrower; and (Bii) with the prior consent of the Majority Lenders (except in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of ColumbiaUPC Financing), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the Agent. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase UPC Broadband represents and warrants to the guarantee limitation set out Finance Parties that it is in compliance with paragraph (b) above as of the Effective Date (all relevant calculations being made by reference to the financial statements most recently provided under Clause 24.12 (Guarantee limitations applicable to GTECH as Parent16.2(a) or Clause 24.14 (Italian guarantee limitationsb) (Financial information)). (e) Notwithstanding anything else After the Effective Date, UPC Broadband shall be in this Agreement, no Subsidiary compliance with its obligations under paragraph (b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the Parent may delivery to the Facility Agent of any financial statements delivered under Clause 16.2(a) or (b) (Financial information) which demonstrate that additional Subsidiaries of UPC Broadband are required to be become or remain a Borrower at any time unless, at that time, it is also a GuarantorAdditional Guarantors under paragraph (b). (f) The Agent shall notify execution of an Obligor Accession Agreement constitutes confirmation by the Parent relevant Additional Guarantor or Additional Borrower (if applicable) that the relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all date of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything Obligor Accession Agreement are correct, as if made with reference to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (facts and shall not be obligated to) become a Guarantor for purposes of the Finance Documentscircumstances then existing.

Additional Obligors. (a) Subject The Company will cause any Subsidiary of the Company, whether now owned or hereafter formed or acquired, that becomes a borrower, guarantor or other obligor under the Credit Agreement, substantially concurrently, to compliance with become a Subsidiary Guarantor (an "Additional Guarantor") under the provisions Subsidiary Guarantee Agreement by executing a joinder agreement to this Agreement in the form set out in Part 1 of paragraphs Exhibit 9.10 (bthe "Joinder Agreement") and (c) in any such event the Company will cause such Subsidiary to deliver the relevant documents and evidence listed in Part 2 of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”)Exhibit 9.10. (b) Subject always to As from the provisions date of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors)the Joinder Agreement, the Parent relevant Subsidiary shall procure become an Obligor and Subsidiary Guarantor under this Agreement. (c) The Company agrees that: (i) within ten 10 days following execution of a Joinder Agreement it will provide to each holder an original of that Joinder Agreement (10) Business Days following completion with evidence as to payment of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor;any applicable stamp duty or similar tax); and (ii) within ten immediately on execution of any such Joinder Agreement it will provide to each holder a legal opinion (10from legal counsel approved by the Required Holders acting reasonably) Business Days following completion confirming (1) the due execution and delivery of such Joinder Agreement, and the validity and enforceability of the Holdco Merger, Holdco will accede to obligations of the relevant Subsidiary Guarantor under such Joinder Agreement and this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred such exceptions, assumptions and qualifications as are substantially similar to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than those delivered with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member obligations of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member Subsidiary Guarantors as of the Group becoming an Additional Guarantor; provided that the approval date of the Majority Lenders shall not be required, Closing and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor such other matters as the Required Holders may reasonably request so long as such opinions are substantially similar in scope to the opinions delivered in connection with the Parent’s compliance with Clause 28.24 (Closing of this Agreement. The Company shall cause such additional Subsidiary Guarantor Threshold Test and Additional Guarantors); (ii) to deliver such other closing showings as may be reasonably requested by the Parent and the proposed Additional Obligor deliver Required Holders substantially similar in scope to the Agent a duly completed and executed Accession Letter; and (iii) closing showings delivered by the Agent has received all of original Subsidiary Guarantors at the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the AgentClosing. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. If at any time (a) Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks)Borrower owns, the Parent may request establishes or acquires a Subsidiary that any of its is wholly owned Subsidiaries become a Guarantor by the Borrower directly or a Borrower (each an “Additional Obligor”).indirectly, or (b) Subject always without limiting (a) above, the outstanding principal amount of the Loan is equal to or greater than Thirteen Million Dollars ($13,000,000.00) and the Parent directly or indirectly, owns, establishes or acquires a Subsidiary (other than the Borrower and its Subsidiaries) which carries on business in North America the same as, similar to or related to the provisions of Clause 28.24 Business (Guarantor Threshold Test and Additional Guarantorsthe “Parent Subsidiary Guarantees”), then the Borrower, or the Parent as applicable, shall procure that: immediately cause such Subsidiary to (i) within ten become an Obligor and adopt this Agreement by delivering an agreement in the form of Schedule “D” (10Agreement of New Obligor Supplement to Credit Agreement) Business Days following completion so as to be bound by all of the Italian Reorganisation, Italian Holdco will accede terms applicable to Obligors as if it had executed this Agreement as an Additional Borrower Obligor and an Additional Guarantor; (ii) within ten (10) Business Days following completion deliver a guarantee and indemnity and all other Security, supporting resolutions, certificates and opinions in respect of the Holdco Mergersuch Subsidiary and Security, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the Agent. (d) In Lender, and comply in all other respects with Section 11. For the case purposes of an Additional this Agreement, “wholly-owned” shall include any Subsidiary that is wholly owned except for Equity Interests required by Applicable Law to be held by directors of the Subsidiary. The Borrower under Revolving Facility B or an Additional Guarantor incorporated the Parent, as applicable, shall also deliver or cause the delivery of a pledge of all of the Equity Interests of the new Subsidiary as part of the Security, deliver any certificates representing the Equity Interests with endorsements executed in Italyblank and take other steps that the Lender requires to perfect the Security relating to the Equity Interests. For clarity, the Parties have agreed Parent Subsidiary Guarantees shall not limit and shall be in addition to make an appropriate increase to any guarantees required under paragraph (a) above. Nothing in this Section 12 that contemplates the guarantee limitation set out Obligors or the Parent owning, establishing, acquiring or transferring Property, Equity Interests or Subsidiaries shall in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else any way modify any restriction on doing so elsewhere in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. (ai) Subject to sub-paragraph (ii) below and compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 Subclause 18.5 (“Know your customerYour Customer” checks), the Parent Company may request that elect for any of its wholly owned Subsidiaries to become a Guarantor or a Borrower (each an “Additional Obligor”). (ii) If the Additional Obligor is incorporated in a jurisdiction other than the U.K. the prior consent of all the Lenders is required, which shall be conditional upon, but not limited to, the agreement of appropriate amendments to Clause 12 (Taxes) to take into account the jurisdiction of incorporation of that Additional Obligor. (b) Subject always If one of the Subsidiaries of the Company is to become an Additional Obligor, then the Company must (following consultation with the Facility Agent) deliver to the provisions Facility Agent the relevant documents and evidence listed in Part B of Clause 28.24 Schedule 2 (Guarantor Threshold Test and Additional GuarantorsConditions precedent documents), the Parent shall procure that:. (ic) within ten The relevant Subsidiary will become an Additional Obligor when the Facility Agent notifies the other Finance Parties and the Company that it has received (10or waived receipt of) Business Days following completion all of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower documents and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation evidence referred to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the Agent. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (above in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent). The Facility Agent must give this notification as soon as reasonably practicable. (gd) Notwithstanding anything Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Company, to the contrary in this Agreement, a Facility Agent constitutes confirmation by that Subsidiary and the Company that the Repeating Representations are then correct. (e) Clause 16 (Guarantee and Indemnity) will be amended to the extent the Facility Agent (acting reasonably and after consultation with the Company) determines is necessary to reflect any requirement under the law of the Parent jurisdiction of any Additional Guarantor to limit the guarantee to be provided by that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance DocumentsAdditional Guarantor.

Additional Obligors. (a) Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any The Company will cause each of its wholly owned Subsidiaries become that guarantees or otherwise becomes liable at any time, whether as a Guarantor borrower or a Borrower an additional or co-borrower or otherwise (each each, an “Additional Obligor”)., for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith: (a) enter into a joinder agreement in substantially the form attached hereto as Schedule 9.7 or enter into an amendment to this Agreement with the other parties hereto and thereto, in form and substance reasonably satisfactory to the Required Holders, providing that such Additional Obligor shall become an Obligor hereunder, and Lincoln Electric Holdings, Inc. Uncommitted Master Shelf Facility (b) Subject always deliver the following to the provisions AIG and each of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure thatholder of a Note: (i) within ten (10) Business Days following completion an executed counterpart of the Italian Reorganisation, Italian Holdco will accede such joinder agreement or such amendment to this Agreement as an Additional Borrower and an Additional Guarantorthe Notes; (ii) within ten (10) Business Days following completion a certificate signed by an authorized responsible officer of such Additional Obligor containing representations and warranties on behalf of such Additional Obligor to the Holdco Mergersame effect, Holdco will accede to mutatis mutandis, as those contained in Section 5 of this Agreement as an (but with respect to such Additional Borrower and an Additional GuarantorObligor); (iii) within ten (10) Business Days following completion all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Additional Obligor and the due authorization by all requisite action on the part of such Additional Obligor of the Target Merger, Target will accede execution and delivery of such joinder agreement or such amendment to this Agreement as an and the performance by such Additional Borrower Obligor of its obligations thereunder and an Additional Guarantorunder the Notes; and (iv) an opinion of counsel (which may be from time internal counsel) reasonably satisfactory to time thereafter, each member of the Group required Required Holders covering such matters relating to comply with Clause 28.24 (Guarantor Threshold Test such Additional Obligor and Additional Guarantors) will accede such joinder agreement or such amendment to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent Required Holders may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the Agentreasonably request. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. (a) Subject to compliance with If the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any Company wishes one of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”). (b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that: (i) within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: Obligor, then it may (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection following consultation with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (iiFacility Agent) the Parent and the proposed Additional Obligor deliver to the Facility Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the relevant documents and other evidence listed in Part II of Schedule 2 (Conditions Precedentprecedent documents). (b) The prior consent of all the Lenders is required if the Additional Borrower is not a wholly-owned Subsidiary incorporated in relation to the proposed Additional ObligorU.K. or the U.S. and, unless all the Lenders agree otherwise, each in form and substance satisfactory Additional Borrower which is not already a Guarantor must accede to this Agreement as an Additional Guarantor at the Agentsame time it becomes an Additional Borrower. The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary. (c) The Company must ensure that each wholly-owned Material Subsidiary at the date of this Agreement is a Party at the date of this Agreement. (d) In the case of an Additional Borrower under Revolving Facility B or The Company must ensure that each Material Subsidiary, other than those referred to in paragraph (c) above, becomes an Additional Guarantor incorporated in Italywithin 45 days of the date of the previous financial year end or financial half-year end on which it is or becomes a Material Subsidiary, except that no Material Subsidiary which is a joint venture company will be required to become an Additional Guarantor unless necessary for the Parties have agreed to make an appropriate increase to the guarantee limitation set out in purposes of Clause 24.12 22.7 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitationsGuarantor cover). (ei) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, The Company need only perform its obligations under paragraph (d) above if it is also not unlawful for the relevant Material Subsidiary to become an Additional Guarantor or it 121 would not result in personal liability for that Material Subsidiary's directors or other management. (ii) The Company must use reasonable endeavours to avoid any unlawfulness or personal liability in the circumstances mentioned in sub-paragraph (i) above. This includes agreeing to a Guarantorlimit on the amount secured or guaranteed. The Facility Agent may agree to such a limit if to do so might avoid the relevant unlawfulness or personal liability. (f) The relevant Subsidiary will become an Additional Obligor when the Facility Agent shall notify notifies the Parent other Finance Parties and the Lenders promptly upon being satisfied Company that it has received all of the documents and evidence referred to in paragraph (a) above in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent), acting reasonably. The Facility Agent must give this notification as soon as reasonably practicable. (g) Notwithstanding anything Delivery of an Accession Deed, executed by the relevant Subsidiary and the Company, to the contrary in this Agreement, a Facility Agent constitutes confirmation by that Subsidiary of and the Parent Company that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance DocumentsRepeating Representations are then correct.

Additional Obligors. (a) Subject to compliance with the provisions of paragraphs (bc) and (cd) of Clause 26.6 Part 1.26 (“"Know your customer” " checks), the Parent ) of Schedule 7 (Agreed Affirmative and Negative Undertakings) Holdings may request that any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each becomes an “Additional Obligor”). (b) Subject always Holdings shall, and shall ensure that each Subsidiary identified in clause (a) of the definition of Additional Obligor shall, become a Obligor, an Additional Obligor and shall grant the New Transaction Security identified in Part 2 of Schedule 2 (Conditions Precedent) on or prior to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that: (i) within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) belowEffective Date. (c) A member of the Group which is a wholly owned Holdings shall procure that any other Subsidiary of Holdings formed, created or acquired by Holdings after the Parent Effective Date shall, as soon as possible (but not more than 30 days after the date of such formation, creation or acquisition) become an Additional Obligor and Obligor hereunder and grant such Security Interest as the Administrative Agent may require. (d) A Subsidiary of Holdings shall become an Obligor and Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent Company and the proposed Additional Obligor deliver delivers to the Administrative Agent a duly completed and executed Accession LetterAgreement; and (iiiii) the Administrative Agent has received all of the documents and other evidence listed in Part II 3 (Conditions Precedent Required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to the proposed that Additional Obligor, each in form and substance satisfactory to the Administrative Agent. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Administrative 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 II 3 (Conditions Precedent Required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). (gf) Notwithstanding anything Other than to the extent that the Lenders notify the Administrative Agent in writing to the contrary before the Administrative Agent gives the notification described in this Agreementparagraph (e) above, a Subsidiary of the Parent Lenders authorize (but do not require) the Administrative Agent to give that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and notification. The Administrative Agent shall not be obligated to) become liable for any damages, costs or losses whatsoever as a Guarantor for purposes result of the Finance Documentsgiving any such notification.

Additional Obligors. (ai) Subject to sub-paragraph (ii) below and compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 18.5 (“Know your customerYour Customer” checks), the Parent Company may request that elect for any of its wholly owned Subsidiaries to become a Guarantor or a Borrower (each an “Additional Obligor”). (ii) If the Additional Obligor is an Additional Borrower and is incorporated in a jurisdiction other than the U.K., Germany, Switzerland or the United States of America, the prior consent of all the Lenders is required. (iii) If the Additional Obligor is an Additional Borrower incorporated in Switzerland, the prior consent of the Facility Agent is required which consent may not be withheld by the Facility Agent if the Facility Agent, acting reasonably, is satisfied that the Ten Non-Bank Regulations and the Twenty Non-Bank Rule are complied with. (b) Subject always If one of the Subsidiaries of the Company is to become an Additional Obligor, then the Company must (following consultation with the Facility Agent) deliver to the provisions Facility Agent the relevant documents and evidence listed in Part B of Clause 28.24 Schedule 2 (Guarantor Threshold Test and Additional GuarantorsConditions precedent documents), the Parent shall procure that:. (ic) within ten The relevant Subsidiary will become an Additional Obligor when the Facility Agent notifies the other Finance Parties and the Company that it has received (10or waived receipt of) Business Days following completion all of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower documents and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation evidence referred to in paragraph (cb) (iii) belowabove in form and substance satisfactory to it. The Facility Agent must give this notification as soon as reasonably practicable. (cd) A member Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Company, to the Facility Agent constitutes confirmation by that Subsidiary and the Company that the Repeating Representations are then correct. (e) Clause 16 (Guarantee and Indemnity) will be amended to the extent the Facility Agent (acting reasonably and after consultation with the Company) determines is necessary to reflect any requirement under the law of the Group which is a wholly owned Subsidiary jurisdiction of any Additional Guarantor to limit the Parent shall become an guarantee to be provided by that Additional Obligor if:Guarantor. (if) other than with respect Prior to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, Subsidiary organised or formed under the laws of the United States of America or any state thereof of the United States of America (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2Colombia) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Obligor, such Subsidiary shall provide any additional representations relating to US laws binding on such Additional Obligor deliver to as may be requested by the Facility Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the Agent. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitationsacting reasonably). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. The Company shall cause each person that shall, after the date of this Indenture, become a Subsidiary to immediately become a party to this Indenture (aan "Additional Obligor") Subject by executing and delivering an Additional Obligor Joinder in substantially the form of Schedule 4.6 to compliance this Indenture and complying with the provisions of paragraphs (b) this Indenture applicable to the Guarantor. Concurrent with the execution and (c) delivery of Clause 26.6 (“Know your customer” checks)the Additional Obligor Joinder, the Parent Additional Obligor shall deliver a supplement to Schedule 1.1(pp) setting out the Liens to which the property and/or assets of the Additional Obligor are then subject, which supplement shall modify Schedule 1.1(pp) then in effect. The Additional Obligor shall also deliver such authorizing resolutions, good standing certificates, incumbency certificates, financing statements and other information and documentation as the Trustee may request that any reasonably request. Upon delivery of its wholly owned Subsidiaries the Additional Obligor Joinder to the Trustee, the Additional Obligor shall be and become a Guarantor or a Borrower (each an “Additional Obligor”). (b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that: (i) within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede party to this Agreement with the same rights and obligations as the Guarantor, for all purposes hereof as fully and to the same extent as if it were an Additional Borrower original signatory hereto and an Additional Guarantor; (ii) within ten (10) Business Days following completion shall be deemed to have made the representations, warranties and covenants set forth in this Indenture on the part of the Holdco Merger, Holdco will accede to this Agreement Guarantor as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower date of execution and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an such Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) Joinder and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the Agent. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower thereafter at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the Parent such representations 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). (g) Notwithstanding anything covenants must be restated pursuant to the contrary in terms of this AgreementIndenture, a Subsidiary of and all references herein to the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and "Obligors" shall not be obligated to) become a Guarantor for purposes of the Finance Documentsdeemed to include each Additional Obligor.

Additional Obligors. (ai) Subject to compliance with the provisions of paragraphs (b) and (c) below, a Subsidiary of Clause 26.6 UPC Broadband may become an Additional Guarantor and any member of the Borrower Group may become an Additional Borrower by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor or Additional Borrower (“Know your customer” checksas applicable). (ii) A person which (a) becomes the immediate Holding Company of UPC Broadband or (b) becomes a Guarantor under the Existing Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor. (iii) A member of the Borrower Group that becomes an Additional Borrower shall, prior to or contemporaneously with becoming an Additional Borrower, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement (which may be the same Obligor Accession Agreement entered into by that Additional Borrower referred to in sub-paragraph (i) above) duly executed by that company as an Additional Guarantor. (iv) Upon execution and delivery of an Obligor Accession Agreement and delivery of the documents specified in sub-paragraph (v) below, the relevant Subsidiary, member of the Borrower Group or person referred to in sub-paragraph (i), the Parent may request that any of its wholly owned Subsidiaries (ii) or (iii) above will become a an Additional Guarantor or Additional Borrower and an Additional Guarantor (as applicable). (v) UPC Broadband shall procure that, at the same time as an Obligor Accession Agreement is delivered to the Facility Agent, there is also delivered to the Facility Agent all those documents listed in Part 2 of Schedule 2 (Conditions Precedent Documents), in each case in form and substance satisfactory to the Facility Agent (acting reasonably). (vi) The Obligor Accession Agreement referred to in sub-paragraph (i) above may, in the case of an Additional Guarantor, with the prior written approval of the Facility Agent, include a Borrower limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 14 (each an “Additional Obligor”)Guarantee) where such limitation is required by any applicable law. (b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure thatUPC Broadband shall: (i) within ten (10) Business Days following completion procure that at all times the value of the Italian Reorganisationaggregate EBITDA, Italian Holdco will accede total assets and total revenues of: (A) the Guarantors as of the Effective Date (other than UPC Broadband, any UPC Broadband Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to this Agreement the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and (B) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as an calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such financial statements have been provided in respect of such Additional Borrower and an Guarantors, as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Obligors) in respect of each Additional Guarantor;), is equal to or greater than 95 per cent. of the Borrower Group's consolidated EBITDA, total assets and total revenues (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)), if necessary by procuring that additional Subsidiaries of UPC Broadband become Additional Guarantors; and (ii) within ten (10) Business Days following completion of consult with the Holdco Merger, Holdco will accede Facility Agent prior to this Agreement as any entity becoming an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as such entity becoming an Additional Guarantor, in each case subject to delivery the consolidated financial position of the documentation referred Borrower Group (taken as a whole) which would or be reasonably likely to in paragraph (c) (iii) belowhave a Material Adverse Effect. (c) A member of the Borrower Group which is a wholly owned Subsidiary of the Parent shall may only become an Additional Obligor ifBorrower: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming under an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors)Facility; (ii) if such member of the Parent Borrower Group executes an Obligor Accession Agreement prior to or contemporaneously with the execution by the relevant Initial Additional Facility Lenders of the relevant Additional Facility Accession Agreement and (other than in the proposed case of UPC Financing) such Obligor Accession Agreement specifies the relevant Additional Obligor deliver Facility under which that member of the Borrower Group is to the Agent be a duly completed and executed Accession LetterBorrower; and (iii) with the Agent has received all prior consent of the documents and other evidence listed Majority Lenders (except in Part II the case of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the AgentUPC Financing). (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase UPC Broadband represents and warrants to the guarantee limitation set out Finance Parties that it is in compliance with paragraph (b) above as of the Effective Date (all relevant calculations being made by reference to the financial statements most recently provided under Clause 24.12 (Guarantee limitations applicable to GTECH as Parent16.2(a) or Clause 24.14 (Italian guarantee limitationsb) (Financial information)). (e) Notwithstanding anything else After the Effective Date, UPC Broadband shall be in this Agreement, no Subsidiary compliance with its obligations under paragraph (b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the Parent may delivery to the Facility Agent of any financial statements delivered under Clause 16.2(a) or (b) (Financial information) which demonstrate that additional Subsidiaries of UPC Broadband are required to be become or remain a Borrower at any time unless, at that time, it is also a GuarantorAdditional Guarantors under paragraph (b). (f) The Agent shall notify execution of an Obligor Accession Agreement constitutes confirmation by the Parent relevant Additional Guarantor or Additional Borrower (if applicable) that the relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all date of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything Obligor Accession Agreement are correct, as if made with reference to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (facts and shall not be obligated to) become a Guarantor for purposes of the Finance Documentscircumstances then existing.

Additional Obligors. (a) Subject to compliance with If: (i) the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request Company requests that any one of its wholly owned Subsidiaries become a Guarantor or a Borrower (each becomes an “Additional Obligor”; or (ii) the Company is required to make one of its Subsidiaries an Additional Obligor, it must give not less than 10 Business Days prior notice to the Coordinating Facility Agent (who must promptly notify the Lenders). (b) Subject always If the accession of an Additional Obligor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Company must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements. (c) If one of the Subsidiaries of the Company is to become an Additional Obligor, then the Company must (following consultation with the Coordinating Facility Agent) deliver to the provisions Coordinating Facility Agent the relevant documents and evidence listed in Part 2 of Clause 28.24 Schedule 2 (Guarantor Threshold Test and Additional GuarantorsConditions Precedent Documents), the Parent shall procure that:. (id) within ten (10) Business Days following completion Neither Pyramid Freight nor any Subsidiary of the Italian Reorganisation, Italian Holdco will accede to this Agreement as Company incorporated in South Africa may become an Additional Obligor under the Global Facility. No Subsidiary of the Company incorporated in any jurisdiction other than South Africa may become an Additional Obligor under the South African Facility. (e) The prior consent of all the Global Lenders is required if the Additional Obligor is an Additional Borrower and is incorporated in a jurisdiction which is not a jurisdiction in which an Original Borrower under the Global Facility is incorporated. (f) The relevant Subsidiary will become an Additional Guarantor; (ii) within ten (10) Business Days following completion Obligor when the Coordinating Facility Agent notifies the other Finance Parties and the Company that it has received all of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower documents and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation evidence referred to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the Agent. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (above in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent). The Coordinating Facility Agent must give this notification as soon as reasonably practicable. (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. (a) Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any The Company will cause each of its wholly owned Subsidiaries become that guarantees or otherwise becomes liable at any time, whether as a Guarantor borrower or a Borrower an additional or co-borrower or otherwise (each each, an “Additional Obligor”)., for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith: (a) enter into a joinder agreement in substantially the form attached hereto as Schedule 9.7 or enter into an amendment to this Agreement with the other parties hereto and thereto, in form and substance reasonably satisfactory to the Required Holders, providing that such Additional Obligor shall become an Obligor hereunder, and (b) Subject always deliver the following to the provisions each of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure thatholder of a Note: (i) within ten (10) Business Days following completion an executed counterpart of the Italian Reorganisation, Italian Holdco will accede such joinder agreement or such amendment to this Agreement as an Additional Borrower and an Additional Guarantorthe Notes; (ii) within ten (10) Business Days following completion a certificate signed by an authorized responsible officer of such Additional Obligor containing representations and warranties on behalf of such Additional Obligor to the Holdco Mergersame effect, Holdco will accede to mutatis mutandis, as those contained in Section 5 of this Agreement as an (but with respect to such Additional Borrower and an Additional GuarantorObligor); (iii) within ten (10) Business Days following completion all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Additional Obligor and the due authorization by all requisite action on the part of such Additional Obligor of the Target Merger, Target will accede execution and delivery of such joinder agreement or such amendment to this Agreement as an and the performance by such Additional Borrower Obligor of its obligations thereunder and an Additional Guarantorunder the Notes; and (iv) an opinion of counsel (which may be from time internal counsel) reasonably satisfactory to time thereafter, each member of the Group required Required Holders covering such matters relating to comply with Clause 28.24 (Guarantor Threshold Test such Additional Obligor and Additional Guarantors) will accede such joinder agreement or such amendment to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) belowRequired Holders may reasonably request. (c) A member The holders of the Group which is a wholly owned Subsidiary Notes agree to discharge and release any Obligor (other than the Company) from its obligations hereunder and under the Notes upon the written request of the Parent shall become Company, including, but not limited to, if the Company sells, leases or otherwise disposes of all or substantially all of the assets or all of the capital stock of such Obligor to any Person (other than an Additional Obligor if: Affiliate), provided that (i) other than such Obligor has been released and discharged (or will be released and discharged concurrently with respect the release of such Obligor hereunder and under the Notes), whether as a borrower, obligor Lincoln Electric Holdings, Inc. Note Purchase Agreement and/or guarantor, from all obligations under all Material Credit Facilities and the Company so certifies to those Additional Obligors set out the holders of the Notes in subparagraphs (i)a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists or results therefrom, and (iii) if any fee or other form of paragraph (b) above, (A) all Lenders (in the case consideration is given to any holder of a proposed Additional Borrower) have approved that member Indebtedness of the Group becoming an Additional Borrower or (B) Company for the Majority Lenders (in the case purpose of a proposed Additional Guarantor) have approved that member such release, holders of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders Notes shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the Agentreceive equivalent consideration. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. (a) Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”). (b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that: (i) within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iiic)(iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of at paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors)Group; (ii) the Parent and the proposed Additional Obligor deliver Guarantor or the proposed Additional Bo▇▇▇▇▇▇ ▇eliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed that Additional Obligor, each in form and substance satisfactory to the Agent. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. (a) Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”). (b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that: (i) within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iiic)(iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of at paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors)Group; (ii) the Parent and the proposed Additional Obligor Guarantor or the proposed Additional ▇▇▇▇▇▇▇▇ deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed that Additional Obligor, each in form and substance satisfactory to the Agent. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) The Agent shall notify the 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 of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

Additional Obligors. 27.1 Procure that each of its and each other Obligor’s, direct or indirect, Subsidiaries (other than any Excluded Subsidiary) becomes an Obligor within 15 days of the formation, creation or acquisition of such Subsidiary. That Subsidiary shall become an additional Obligor if: (a) Subject to the Required Lenders approve the addition of that Subsidiary; (b) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Obligor; (c) the Company is in compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”). (b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that: (i) within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantorparagraph 27.3 below; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) below (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (Bd) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors); (ii) the Parent and the proposed Additional Obligor deliver to the Agent a duly completed and executed Accession Letter; and (iii) the Intercreditor Agent has received (in form and substance satisfactory to the Intercreditor Agent) all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) required by it in relation to the proposed Additional Obligor, each in form and substance satisfactory relevant Subsidiary including (without limitation): (i) accession by the relevant Subsidiary to the AgentSponsors’ Subordination Deed and the ▇▇▇▇ Pledgors’ Guarantee; and (ii) any other documentation and evidence required by the Intercreditor Agent to ensure that the relevant Subsidiary makes such representations and warranties and is subject to such obligations under the terms of the Senior Finance Documents and grants such Liens in respect of its Property, in each case, on such terms and by such instrument or combination of instruments, as the Intercreditor Agent deems necessary or desirable. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations). (e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor. (f) 27.2 The Intercreditor 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 referred to in Part II of Schedule 2 (Conditions Precedent)paragraph 27.1(d) above. (g) Notwithstanding anything 27.3 By not less than 10 Business Days’ prior written notice to the contrary Intercreditor Agent, notify the Intercreditor Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an additional Obligor pursuant to paragraph 27.1. 27.4 Following the giving of any notice pursuant to paragraph 27.2 above, if the accession of such additional Obligor obliges the Intercreditor Agent or any Lender to comply with “know your customer” or similar identification procedures in this Agreementcircumstances where the necessary information is not already available to it, a Subsidiary promptly upon the request of the Parent that Intercreditor Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is a controlled foreign corporation reasonably requested by the Intercreditor Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Intercreditor Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as such term is defined in Section 957 of the Code) may not (and an additional Obligor. The Company shall not be obligated to) become a Guarantor for purposes of the Finance Documents.directly or indirectly:

Additional Obligors. (ai) Subject to compliance with the provisions of paragraphs (b) and (c) below, a Subsidiary of Clause 26.6 UPC Distribution may become an Additional Guarantor and any member of the Borrower Group may become an Additional Borrower by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor or Additional Borrower (“Know your customer” checksas applicable). (ii) A person which (a) becomes the immediate Holding Company of UPC Distribution or (b) becomes a Guarantor under the Existing Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor. (iii) A member of the Borrower Group that becomes an Additional Borrower shall, prior to or contemporaneously with becoming an Additional Borrower, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement (which may be the same Obligor Accession Agreement entered into by that Additional Borrower referred to in sub-paragraph (i) above) duly executed by that company as an Additional Guarantor. (iv) Upon execution and delivery of an Obligor Accession Agreement and delivery of the documents specified in sub-paragraph (v) below, the relevant Subsidiary, member of the Borrower Group or person referred to in sub-paragraph (i), the Parent may request that any of its wholly owned Subsidiaries (ii) or (iii) above will become a an Additional Guarantor or Additional Borrower and an Additional Guarantor (as applicable). (v) UPC Distribution shall procure that, at the same time as an Obligor Accession Agreement is delivered to the Facility Agent, there is also delivered to the Facility Agent all those documents listed in Part 2 of Schedule 2 (Conditions Precedent Documents), in each case in form and substance satisfactory to the Facility Agent (acting reasonably). (vi) The Obligor Accession Agreement referred to in sub-paragraph (i) above may, in the case of an Additional Guarantor, with the prior written approval of the Facility Agent, include a Borrower limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 14 (each an “Additional Obligor”)Guarantee) where such limitation is required by any applicable law. (b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure thatUPC Distribution shall: (i) within ten (10) Business Days following completion procure that at all times the value of the Italian Reorganisationaggregate EBITDA, Italian Holdco will accede total assets and total revenues of: (A) the Guarantors as of the Effective Date (other than UPC Distribution, any UPC Distribution Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to this Agreement the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and (B) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as an calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such financial statements have been provided in respect of such Additional Borrower and an Guarantors, as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Obligors) in respect of each Additional Guarantor;), is equal to or greater than 95 per cent. of the Borrower Group’s consolidated EBITDA, total assets and total revenues (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)), if necessary by procuring that additional Subsidiaries of UPC Distribution become Additional Guarantors; and (ii) within ten (10) Business Days following completion of consult with the Holdco Merger, Holdco will accede Facility Agent prior to this Agreement as any entity becoming an Additional Borrower and an Additional Guarantor; (iii) within ten (10) Business Days following completion Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and (iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as such entity becoming an Additional Guarantor, in each case subject to delivery the consolidated financial position of the documentation referred Borrower Group (taken as a whole) which would or be reasonably likely to in paragraph (c) (iii) belowhave a Material Adverse Effect. (c) A member of the Borrower Group which is a wholly owned Subsidiary of the Parent shall may only become an Additional Obligor ifBorrower: (i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming under an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors)Facility; (ii) if such member of the Parent Borrower Group executes an Obligor Accession Agreement prior to or contemporaneously with the execution by the relevant Initial Additional Facility Lenders of the relevant Additional Facility Accession Agreement and such Obligor Accession Agreement specifies the proposed relevant Additional Obligor deliver Facility under which that member of the Borrower Group is to the Agent be a duly completed and executed Accession LetterBorrower; and (iii) with the Agent has received all prior consent of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Obligor, each in form and substance satisfactory to the AgentMajority Lenders. (d) In the case of an Additional Borrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase UPC Distribution represents and warrants to the guarantee limitation set out Finance Parties that it is in compliance with paragraph (b) above as of the Effective Date (all relevant calculations being made by reference to the financial statements most recently provided under Clause 24.12 (Guarantee limitations applicable to GTECH as Parent16.2(a) or Clause 24.14 (Italian guarantee limitationsb) (Financial information)). (e) Notwithstanding anything else After the Effective Date, UPC Distribution shall be in this Agreement, no Subsidiary compliance with its obligations under paragraph (b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the Parent may delivery to the Facility Agent of any financial statements delivered under Clause 16.2(a) or (b) (Financial information) which demonstrate that additional Subsidiaries of UPC Distribution are required to be become or remain a Borrower at any time unless, at that time, it is also a GuarantorAdditional Guarantors under paragraph (b). (f) The Agent shall notify execution of an Obligor Accession Agreement constitutes confirmation by the Parent relevant Additional Guarantor or Additional Borrower (if applicable) that the relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all date of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent). (g) Notwithstanding anything Obligor Accession Agreement are correct, as if made with reference to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (facts and shall not be obligated to) become a Guarantor for purposes of the Finance Documentscircumstances then existing.