Common use of Additional Obligors Clause in Contracts

Additional Obligors. (a) The Company must, by giving not less than 10 Business Days’ prior notice to the Facility Agent, notify the Facility Agent (which must promptly notify the Lenders) of its intention to request one of its wholly-owned Subsidiaries to become an Additional Obligor. (b) 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) The Company must ensure that any person required under this Agreement to become an Obligor supplies to the Facility Agent all of the documents and evidence set out in Part 3 of Schedule 2 (Conditions precedent documents) in form and substance satisfactory to it. (d) The relevant Subsidiary will become an Additional Obligor on the date of the Obligor Accession Agreement executed by it. (e) The Company must comply with its obligations under paragraph (a) above, if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility. (f) The Lenders may impose any limitation on the ability of an Additional Borrower to borrow under any Facility which they deem reasonably necessary. (g) The prior consent of all the Lenders is required if the Additional Borrower is: (i) not incorporated in a jurisdiction which is the same as the jurisdiction of incorporation of one of the Original Borrowers; or (ii) an Additional Borrower whose Borrower’s Tax Jurisdiction is not the same as that of one of the Original Borrowers. (h) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it, 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 evidence in form and substance satisfactory to it. (i) Delivery of an Obligor 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. (j) Each member of the Group must promptly give the Facility Agent all assistance it requires in relation to the guarantees and security to be granted pursuant to this Agreement including promptly answering all reasonable questions and requisitions of the Facility Agent and its advisors in relation to the assets of the Group.

Additional Obligors. (a) The If the Company must, by giving not less than 10 Business Days’ prior notice to the Facility Agent, notify the Facility Agent (which must promptly notify the Lenders) of its intention to request wishes one of its wholly-owned Subsidiaries to become an Additional Obligor. , then it may (b) 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 following consultation with the results of all applicable know your customer requirements. (cFacility Agent) The Company must ensure that any person required under this Agreement to become an Obligor supplies deliver to the Facility Agent all of the relevant documents and evidence set out listed in Part 3 II of Schedule 2 (Conditions precedent documents) in form and substance satisfactory to it). (d) The relevant Subsidiary will become an Additional Obligor on the date of the Obligor Accession Agreement executed by it. (e) The Company must comply with its obligations under paragraph (a) above, if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility. (f) The Lenders may impose any limitation on the ability of an Additional Borrower to borrow under any Facility which they deem reasonably necessary. (gb) The prior consent of all the Lenders is required if the Additional Borrower is:is not a wholly-owned Subsidiary incorporated in the U.K. or the U.S. and, unless all the Lenders agree otherwise, each Additional Borrower which is not already a Guarantor must accede to this Agreement as an Additional Guarantor at the same 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) The Company must ensure that each Material Subsidiary, other than those referred to in paragraph (c) above, becomes an Additional Guarantor within 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 purposes of Clause 22.7 (Guarantor cover). (i) The Company need only perform its obligations under paragraph (d) above if it is not incorporated unlawful for the relevant Material Subsidiary to become an Additional Guarantor or it would not result in a jurisdiction which is the same as the jurisdiction of incorporation of one of the Original Borrowers; orpersonal liability for that Material Subsidiary’s directors or other management. (ii) an Additional Borrower whose Borrower’s Tax Jurisdiction is not The Company must use reasonable endeavours to avoid any unlawfulness or personal liability in the same as that of one of circumstances mentioned in sub-paragraph (i) above. This includes agreeing to a limit on the Original Borrowersamount secured or guaranteed. The Facility Agent may agree to such a limit if to do so might avoid the relevant unlawfulness or personal liability. (hf) In the case of The relevant Subsidiary will become an Additional Borrower, until Obligor when the Facility Agent notifies the other Finance Parties and the Company that those it has received all of the documents and evidence are referred to in paragraph (a) above in form and substance satisfactory to it, that Additional Borrower may not use any Facilityacting reasonably. The Facility Agent must give this notification as soon as reasonably practicable after receipt of such documents and evidence in form and substance satisfactory to itpracticable. (ig) Delivery of an Obligor Accession AgreementDeed, 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. (j) Each member of the Group must promptly give the Facility Agent all assistance it requires in relation to the guarantees and security to be granted pursuant to this Agreement including promptly answering all reasonable questions and requisitions of the Facility Agent and its advisors in relation to the assets of the Group.

Additional Obligors. (a) The If the Company must, by giving not less than 10 Business Days’ prior notice to the Facility Agent, notify the Facility Agent (which must promptly notify the Lenders) of its intention to request wishes one of its wholly-owned Subsidiaries (not being eircom Funding, eircom Funding Holdco, New eircom Funding or New eircom Funding Holdco) to become an Additional Obligor, then it may (following consultation with the Facility Agent and subject, in the case of a proposed Additional Borrower, to paragraph (b) below) deliver to the Facility Agent the relevant documents and evidence listed in Part 2 of Schedule 2 (Conditions Precedent Documents). (b) If The prior consent of all the accession Lenders (such consent not to be unreasonably withheld or delayed) is required in respect of an a proposed 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 Borrower which is reasonably requested by that Finance Party (whether for itselfincorporated in a jurisdiction outside England, on behalf of any Finance Party Ireland 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 requirementsNorthern Ireland. (c) The Company must ensure that any person required under this Agreement to become an Obligor supplies to the Facility Agent all of the documents and evidence set out in Part 3 of Schedule 2 (Conditions precedent documents) in form and substance satisfactory to it. (d) The relevant Subsidiary will become an Additional Obligor on the date of the Obligor Accession Agreement executed by it. (ed) The Company must comply with its obligations under paragraph (a) aboveensure that the Facility Agent receives, if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility. (f) The Lenders may impose any limitation on the ability within seven days of receipt of an Additional Borrower to borrow under any Facility which they deem reasonably necessary. Accession Agreement, the other documents and evidence list in Part 2 of Schedule 2 (g) The prior consent of all the Lenders is required if the Additional Borrower is: (i) not incorporated in a jurisdiction which is the same as the jurisdiction of incorporation of one of the Original Borrowers; or (ii) an Additional Borrower whose Borrower’s Tax Jurisdiction is not the same as that of one of the Original Borrowers. (h) Conditions Precedent Documents). In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to itit (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 evidence in form and substance satisfactory to itpracticable. (ie) Delivery of an Obligor 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 (subject to the Disclosure Letter in the form delivered under Clause 4.1 (Conditions precedent documents)) then correct. (j) Each member of the Group must promptly give the Facility Agent all assistance it requires in relation to the guarantees and security to be granted pursuant to this Agreement including promptly answering all reasonable questions and requisitions of the Facility Agent and its advisors in relation to the assets of the Group.

Additional Obligors. (ai) The Subject to sub-paragraph (ii) below and compliance with Clause 18.5 (“Know Your Customer” checks), the Company must, by giving not less than 10 Business Days’ prior notice to the Facility Agent, notify the Facility Agent (which must promptly notify the Lenders) may elect for any of its intention to request one of its wholly-wholly owned Subsidiaries to become an Additional Obligor in respect of Facility A or an Additional Guarantor in respect of Facility B. (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) If one of the accession Subsidiaries of the Company is to become 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 itObligor, then 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 following consultation with the results of all applicable know your customer requirements. (cFacility Agent) The Company must ensure that any person required under this Agreement to become an Obligor supplies deliver to the Facility Agent all of the relevant documents and evidence set out listed in Part 3 C of Schedule 2 (Conditions precedent documents) in form and substance satisfactory to it). (dc) The relevant Subsidiary will become an Additional Obligor on the date of the Obligor Accession Agreement executed by it. (e) The Company must comply with its obligations under paragraph (a) above, if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility. (f) The Lenders may impose any limitation on the ability of an Additional Borrower to borrow under any Facility which they deem reasonably necessary. (g) The prior consent of all the Lenders is required if the Additional Borrower is: (i) not incorporated in a jurisdiction which is the same as the jurisdiction of incorporation of one of the Original Borrowers; or (ii) an Additional Borrower whose Borrower’s Tax Jurisdiction is not the same as that of one of the Original Borrowers. (h) In the case of an Additional Borrower, until when the Facility Agent notifies the other Finance Parties and the Company that those it has received (or waived receipt of) all of the documents and evidence are referred to in paragraph (b) above in form and substance satisfactory to it, 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 evidence in form and substance satisfactory to itpracticable. (id) Delivery of an Obligor 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. (je) Each member of Clause 16 (Guarantee and Indemnity) will be amended to the Group must promptly give extent the Facility Agent all assistance it requires in relation (acting reasonably and after consultation with the Company) determines is necessary to reflect any requirement under the guarantees and security law of the jurisdiction of any Additional Obligor to limit the guarantee to be granted pursuant to this Agreement including promptly answering all reasonable questions and requisitions of the Facility Agent and its advisors in relation to the assets of the Groupprovided by that Additional Obligor.

Additional Obligors. (a) The If the Company must, by giving not less than 10 Business Days’ prior notice to the Facility Agent, notify the Facility Agent (which must promptly notify the Lenders) of its intention to request wishes one of its wholly-owned Subsidiaries to become an Additional Obligor. , then it may (b) 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 following consultation with the results of all applicable know your customer requirements. (cFacility Agent) The Company must ensure that any person required under this Agreement to become an Obligor supplies deliver to the Facility Agent all of the relevant documents and evidence set out listed in Part 3 2 of Schedule 2 (Conditions precedent documents). (b) Except as provided below, the Company must ensure that each person who is a Material Subsidiary (other than any Excluded Company) or which becomes a Material Subsidiary after the date of this Agreement becomes an Additional Guarantor in form and substance satisfactory the manner required by this Clause. (i) The Company need only perform its obligations under paragraph (b) above if it is not unlawful for the relevant person to itbecome a Guarantor or it would not result in personal liability for that person’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 limit 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. (d) The Company must comply with its obligations under paragraph (b): (i) within two months of the relevant person becoming a Material Subsidiary or, if paragraph (c) applies, it ceasing to be unlawful or have any risk of personal liability for the relevant persons directors or other management; or (ii) if the relevant person is an Additional Borrower, but not a Material Subsidiary, before the Additional Borrower may use any Facility. (e) The prior consent of all the Lenders (such consent not to be unreasonably withheld or delayed) is required in respect of a proposed Additional Borrower which is incorporated in a jurisdiction outside England, Ireland or Northern Ireland. (f) The relevant Subsidiary will become an Additional Obligor on the date of the Obligor Accession Agreement executed by it. (eg) The Company must comply with its obligations under paragraph (a) aboveensure that the Facility Agent receives, if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility. (f) The Lenders may impose any limitation on the ability within seven days of receipt of an Additional Borrower to borrow under any Facility which they deem reasonably necessary. Accession Agreement, the other documents and evidence list in Part 2 of Schedule 2 (g) The prior consent of all the Lenders is required if the Additional Borrower is: (i) not incorporated in a jurisdiction which is the same as the jurisdiction of incorporation of one of the Original Borrowers; or (ii) an Additional Borrower whose Borrower’s Tax Jurisdiction is not the same as that of one of the Original Borrowers. (h) Conditions precedent documents). In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to itit (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 evidence in form and substance satisfactory to itpracticable. (ih) Delivery of an Obligor 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. (j) Each member of the Group must promptly give the Facility Agent all assistance it requires in relation to the guarantees and security to be granted pursuant to this Agreement including promptly answering all reasonable questions and requisitions of the Facility Agent and its advisors in relation to the assets of the Group.