Common use of FOR AN ADDITIONAL BORROWER Clause in Contracts

FOR AN ADDITIONAL BORROWER. Additional Borrowers 1. An Accession Agreement, duly executed by the Company and the Additional Borrower. 2. A copy of the memorandum and articles of association, certificate of incorporation and certificate of incorporation on change of name (if any) or any other constitutional document of each Additional Borrower including, for any Additional Borrower incorporated in France, a K-bis extract from the Trade and Companies Registry related to it. 3. A copy of a resolution of the board of directors of the Additional Borrower approving the terms of, and the transactions contemplated by, the Accession Agreement. 4. A certificate of the chief financial officer of the Additional Borrower certifying that utilisation of the Facility in full would not cause any borrowing limit binding on the Additional Borrower to be exceeded. 5. A certificate of an authorised signatory of the Additional Borrower certifying: (a) that each document delivered under this Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of Accession Agreement; (b) that the execution of and assumption of its obligations under the Finance Documents will not result in any breach of any restriction binding on it; (c) as to the identify and specimen signatures of its directors and signatories; (d) that no Default is outstanding relating to it; and (e) that the representations and warranties made by it in the Finance Documents and the representation and warranty set out in Clause 18.23 (Solvency of Obligors) as if set out in the certificate in full in each case on the date of that certificate by reference to the facts and circumstances then subsisting are correct. 6. A copy of the latest audited accounts of the Additional Borrower. 7. Evidence that the agent of the Additional Borrower under the Finance Documents for service of process in England and Wales has accepted its appointment. 1. At least 2 copies (or, if required in the relevant jurisdiction, such additional copies as are requested by the Finance Parties) of the Security Documents to be entered into in accordance with the Agreed Security Principles, each duly executed by the parties to it. 2. Registration requirements of Security Documents effected. 3. Documents necessary for perfection of Security Documents. 4. A copy of all notices required to be sent under the Security Documents. 5. A copy of all transfers, share certificates and stock transfer forms or equivalent relating to assets charged by the Security Documents. 6. Evidence that each creditor has waived in writing any negative pledge or other restriction in its favour that would or could be breached by any member of the Group entering into the Security Documents. 7. Copies of the Secured Intra-Group Loans and the Intra-Group Loans subject directly or indirectly to the Security Documents in an agreed form. 1. If the Additional Borrower is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, addressed to the Finance Parties. 1. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid. 2. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent in good faith has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document. 3. A letter from the Facility Agent to any Additional Borrower incorporated in France substantially in the form of Schedule 11 (Form of Taux Effectif Global Letter). To: [AGENT] as Facility Agent From: [ ] Date: [ ] 1. We refer to the Agreement. This is a Request. 2. We wish to [borrow a Loan]/[request a Guarantee](1) on the following terms: (a) [Medium-Term Facility/Short-Term Facility](2): [ ] [Tranche A: [ ]](3) [Tranche B: [ ]](4) (b) Utilisation Date: [ ] (c) Borrower: [ ] (d) [Issuing Bank: [ ]](5) (e) Amount/currency: [ ] (f) Term: [ ]. 3. Our payment instructions are: [ ]. 4. We confirm that each condition precedent under the Agreement which must be satisfied on the date of this Request is so satisfied. 5. [We attach a copy of the proposed Guarantee.](6) 6. This Request is irrevocable. By: [ ] (1) Delete as appropriate. (2) Delete as appropriate. (3) Delete as appropriate. (4) Delete as appropriate. (5) Delete as appropriate. (6) Delete as appropriate. To: [BENEFICIARY] as Beneficiary From: [ISSUING BANK] as Issuing Bank Date: [ ] At the request of [ISSUING BANK], (the Issuing Bank) issues this irrevocable guarantee (Guarantee) in your favour on the following terms and conditions:

FOR AN ADDITIONAL BORROWER. Additional Borrowers 1. An Accession Agreement, duly executed by the Company and the Additional Borrower. 2. A copy of the memorandum and articles constitutional documents of association, certificate of incorporation and certificate of incorporation on change of name (if any) or any other constitutional document of each the Additional Borrower including, for any Additional Borrower incorporated in France, a K-bis extract from the Trade and Companies Registry related to itBorrower. 3. A copy of a resolution of the board of directors of the Additional Borrower approving the terms of, and the transactions contemplated by, the Accession Agreement. 4. A certificate specimen of the chief financial officer signature of each person authorised on behalf of the Additional Borrower certifying that utilisation to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document. 5. If applicable, a copy of a resolution, signed by all (or any lower percentage agreed by the Facility Agent) of the Facility holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession Agreement. 6. If applicable, a copy of a resolution of the board of directors of each corporate shareholder in full would not cause any borrowing limit binding on the Additional Borrower approving the resolution referred to be exceededin paragraph 5 above. 57. A certificate of an authorised signatory of the Additional Borrower certifyingBorrower: (a) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and (b) certifying that each copy document delivered under this specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Agreement; (b) that the execution of and assumption of its obligations under the Finance Documents will not result in any breach of any restriction binding on it; (c) as to the identify and specimen signatures of its directors and signatories; (d) that no Default is outstanding relating to it; and (e) that the representations and warranties made by it in the Finance Documents and the representation and warranty set out in Clause 18.23 (Solvency of Obligors) as if set out in the certificate in full in each case on the date of that certificate by reference to the facts and circumstances then subsisting are correct. 68. A If available, a copy of the latest audited accounts of the Additional Borrower. 79. Evidence that the each agent of the Additional Borrower under the Finance Documents for service of process in England and Wales has accepted its appointment. 1. At least 2 copies (or, if required in the relevant jurisdiction, such additional copies as are requested by the Finance Parties) of the Security Documents to be entered into in accordance with the Agreed Security Principles, each duly executed by the parties to it. 2. Registration requirements of Security Documents effected. 3. Documents necessary for perfection of Security Documents. 4. A copy of all notices required to be sent under the Security Documents. 5. A copy of all transfers, share certificates and stock transfer forms or equivalent relating to assets charged by the Security Documents. 6. Evidence that each creditor has waived in writing any negative pledge or other restriction in its favour that would or could be breached by any member of the Group entering into the Security Documents. 7. Copies of the Secured Intra-Group Loans and the Intra-Group Loans subject directly or indirectly to the Security Documents in an agreed form. 1. If the Additional Borrower is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdictionthe jurisdiction of incorporation of the Additional Borrower , addressed to the Finance Parties. 1. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid. 2. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent in good faith (acting reasonably) has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document. 3. A letter from the Facility Agent to any Additional Borrower incorporated in France substantially in the form of Schedule 11 (Form of Taux Effectif Global Letter). To: [AGENT] ABN AMRO BANK N.V., LONDON BRANCH as Facility Agent From: [ ] Date: [ ] CONVERIUM AG, ZURICH-US$900,000,000 Credit Agreement dated [ ], 2003 (the Agreement) 1. We refer to the Agreement. This is a Request. 2. We wish to [borrow a Loan]/[request Loan/arrange for a Guarantee](1) Letter of Credit to be issued]+ on the following terms: (a) [Medium-Term Facility/Short-Term Facility](2): [ ] [Tranche A: [ ]](3) [Tranche B: [ ]](4) (b) Utilisation Date: [ ] (c) Borrower: [ ] (d) [Issuing Bank: [ ]](5) (eb) Amount/currency: [ ] (fc) Term: [ ] (d) [Multiple Lender Letter of Credit / Single Lender Letters of Credit]+ (e) Expiry date: [ ] (f) [Beneficiary name and address]+. 3. Our payment [payment/delivery]+ instructions are: [ ]. 4. We confirm that each condition precedent under the Agreement which must be satisfied on the date of this Request is so satisfied. 5. This Request is irrevocable. 6. [NAIC approval is relevant to the purposes for which the Letter of Credit is requested]+. [We attach a copy of the proposed Guarantee.](6) 6. This Request is irrevocable. Letter of Credit.] By: [ ] (1) ] +Delete as appropriate. (2) Delete as appropriate. (3) Delete as appropriate. (4) Delete as appropriate. (5) Delete as appropriate. (6) Delete as appropriate. To: [BENEFICIARY] as Beneficiary From: [ISSUING BANK] as Issuing Bank Date: [ ] At the request of [ISSUING BANK], (the Issuing Bank) issues this irrevocable guarantee (Guarantee) in your favour on the following terms and conditions:applicable

FOR AN ADDITIONAL BORROWER. Additional BorrowersBorrower 1. An Accession Agreement, duly executed by the Company and the Additional Borrower. 2. A copy of the memorandum and articles constitutional documents of association, certificate of incorporation and certificate of incorporation on change of name (if any) or any other constitutional document of each the Additional Borrower including, for any Additional Borrower incorporated in France, a K-bis extract from the Trade and Companies Registry related to itBorrower. 3. A copy of a resolution of the board of directors directors, or any other competent corporate body, of the Additional Borrower approving the terms of, and the transactions contemplated by, the Accession Agreement. 4. A certificate specimen of the chief financial officer signature of each person authorised on behalf of the Additional Borrower certifying that utilisation to execute or witness the execution of the Facility any Finance Document or to sign or send any document or notice in full would not cause connection with any borrowing limit binding on the Additional Borrower to be exceededFinance Document. 5. A certificate of an authorised signatory of the Additional Borrower certifyingBorrower: (a) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and (b) certifying that each copy document delivered under this specified in Part 2 of this Schedule is correct, complete in all material respects and in full force and effect as at a date no earlier than the date of the Accession Agreement; (b) that the execution of and assumption of its obligations under the Finance Documents will not result in any breach of any restriction binding on it; (c) as to the identify and specimen signatures of its directors and signatories; (d) that no Default is outstanding relating to it; and (e) that the representations and warranties made by it in the Finance Documents and the representation and warranty set out in Clause 18.23 (Solvency of Obligors) as if set out in the certificate in full in each case on the date of that certificate by reference to the facts and circumstances then subsisting are correct. 6. A If available, a copy of the latest audited accounts of the Additional Borrower. 7. Evidence that In the agent case of an Additional Borrower incorporated in France, a certified copy of a certificate of incorporation (extrait kbis) dated no earlier than two weeks prior to the date of the Accession Agreement. 8. In the case of an Additional Borrower under incorporated in the Finance Documents for service Netherlands: (a) if required by the articles of process association of such Additional Borrower: (i) a copy of a resolution of its general meeting of shareholders; and (ii) a copy of a resolution of its board of supervisory directors (if applicable), approving its execution of the Accession Agreement and the terms of, and the transactions contemplated by, this Agreement; and (b) a copy of a concurring advice of any works council which has advisory rights in England and Wales has accepted its appointmentrespect of the transactions contemplated in this Agreement. 19. At least 2 copies In the case of an Additional Borrower incorporated in Belgium, a copy of a resolution of the shareholders’ meeting of such Additional Borrower approving Clause 8.3 (or, if required Mandatory prepayment - change of control) in accordance with Article 556 of the Belgian Companies Code. 10. In the case of an Additional Borrower incorporated in the relevant jurisdictionGrand Duchy of Luxembourg: (a) a copy of the restated certification of incorporation; and (b) an up-to-date excerpt issued by the Register of Commerce. 11. In the case of an Additional Borrower incorporated in Switzerland: (a) a copy of its articles of association; and (b) a certified copy of an excerpt from the Commercial Registry. 12. A legal opinion of legal advisers to the Facility Agent, such additional copies as are requested by addressed to the Finance Parties) of the Security Documents to be entered into in accordance with the Agreed Security Principles, each duly executed by the parties to it. 2. Registration requirements of Security Documents effected. 3. Documents necessary for perfection of Security Documents. 4. A copy of all notices required to be sent under the Security Documents. 5. A copy of all transfers, share certificates and stock transfer forms or equivalent relating to assets charged by the Security Documents. 6. Evidence that each creditor has waived in writing any negative pledge or other restriction in its favour that would or could be breached by any member of the Group entering into the Security Documents. 7. Copies of the Secured Intra-Group Loans and the Intra-Group Loans subject directly or indirectly to the Security Documents in an agreed form. 113. If the Additional Borrower is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, addressed to the Finance Parties. 114. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid. 215. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent in good faith has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document. 3. A letter from the Facility Agent to any Additional Borrower incorporated in France substantially in the form of Schedule 11 (Form of Taux Effectif Global Letter). To: [AGENT] as Facility Agent From: [ ] Date: [ ] 1. We refer to the Agreement. This is a Request. 2. We wish to [borrow a Loan]/[request a Guarantee](1) on the following terms: (a) [Medium-Term Facility/Short-Term Facility](2): [ ] [Tranche A: [ ]](3) [Tranche B: [ ]](4) (b) Utilisation Date: [ ] (c) Borrower: [ ] (d) [Issuing Bank: [ ]](5) (e) Amount/currency: [ ] (f) Term: [ ]. 3. Our payment instructions are: [ ]. 4. We confirm that each condition precedent under the Agreement which must be satisfied on the date of this Request is so satisfied. 5. [We attach a copy of the proposed Guarantee.](6) 6. This Request is irrevocable. By: [ ] (1) Delete as appropriate. (2) Delete as appropriate. (3) Delete as appropriate. (4) Delete as appropriate. (5) Delete as appropriate. (6) Delete as appropriate. To: [BENEFICIARY] as Beneficiary From: [ISSUING BANK] as Issuing Bank Date: [ ] At the request of [ISSUING BANK], (the Issuing Bank) issues this irrevocable guarantee (Guarantee) in your favour on the following terms and conditions:

FOR AN ADDITIONAL BORROWER. Additional Borrowers 1. An Accession Agreement, duly executed by the Company and the Additional Borrower 2. A Guarantee, duly executed by the Company. 23. A copy of the memorandum and articles of association, bye laws or other relevant constitutional documents of the Additional Borrower and the articles of association (statuts) of the Company (or, in relation to the Company, a certificate signed by an authorised signatory of incorporation the Company confirming that its articles of association (statuts) have not changed since its articles of association (statuts) were last delivered to the Facility Agent under this Agreement) and certificate an extract of incorporation on change the K-Bis of name the Register of Commerce and Companies for the Company dated no more than one month prior to the date of the Accession Agreement and (if anyapplicable) or any other constitutional document of each an appropriate trade registry extract in relation to the Additional Borrower including, for any Additional Borrower incorporated in France, a K-bis extract from the Trade and Companies Registry related to itBorrower. 34. A copy of a resolution of the board of directors of the Additional Borrower approving the terms of, and the transactions contemplated by, the Accession Agreement. 45. A certificate copy of an extract of a procès-verbal of the chief financial officer conseil d’administration of the Company evidencing the power of the président — directeur général or directeur général of the Company to enter into the the Guarantee on behalf of the Company and if the Accession Agreement and Guarantee was signed on behalf of the Company by a person other than the président — directeur général or the directeur général of the Company, duly executed powers of attorney in favour of that person evidencing that that person has full authority to sign the Accession Agreement or the Guarantee (as applicable) on behalf of the Company. 6. A specimen of the signature of each person authorised on behalf of the Additional Borrower certifying that utilisation of the Facility to execute any Finance Document or to sign or send any document or notice in full would not cause connection with any borrowing limit binding on the Additional Borrower to be exceededFinance Document. 57. A certificate of an authorised signatory of the Additional Borrower certifying: (a) and the Company certifying that each copy document delivered under this specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Agreement; (b) Agreement and confirming that the borrowing by the Additional Borrower of Loans in an amount equal to the Additional Borrower Limit for that Additional Borrower and the execution of and assumption of its obligations under the Finance Documents will Guarantee referred to above would not result in cause any breach of any restriction limit binding on it; (c) as the Additional Borrower or the Company to the identify and specimen signatures of its directors and signatories; (d) that no Default is outstanding relating to it; and (e) that the representations and warranties made by it in the Finance Documents and the representation and warranty set out in Clause 18.23 (Solvency of Obligors) as if set out in the certificate in full in each case on the date of that certificate by reference to the facts and circumstances then subsisting are correctbe exceeded. 68. A If available, a copy of the latest audited accounts of the Additional Borrower. 79. Evidence that the agent of the Additional Borrower under the Finance Documents for service of process in England and Wales has accepted its appointment. 1. At least 2 copies (orA legal opinion of Orrick, if required legal advisers in France to the relevant jurisdictionCompany, such additional copies as are requested by addressed to the Finance Parties) of the Security Documents to be entered into in accordance with the Agreed Security Principles, each duly executed by the parties to it. 2. Registration requirements A legal opinion from external legal advisers to the Additional Borrower in the jurisdiction of Security Documents effectedits incorporation, addressed to the Finance Parties. 3. Documents necessary for perfection of Security Documents. 4. A copy of all notices required to be sent under the Security Documents. 5. A copy of all transfers, share certificates and stock transfer forms or equivalent relating to assets charged by the Security Documents. 6. Evidence that each creditor has waived in writing any negative pledge or other restriction in its favour that would or could be breached by any member of the Group entering into the Security Documents. 7. Copies of the Secured Intra-Group Loans and the Intra-Group Loans subject directly or indirectly to the Security Documents in an agreed form. 1. If the Additional Borrower is incorporated in a jurisdiction other than England, a legal opinion from of A▇▇▇▇ & Overy, legal advisers in that jurisdictionEngland to the Facility Agent, addressed to the Finance Parties. 1. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid. 2. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent in good faith has notified the Company is it reasonably considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document. 3. A letter from the Facility Agent to any Additional Borrower incorporated in France substantially in the form of Schedule 11 (Form of Taux Effectif Global Letter). ================================================================================ To: [AGENT] SOCIETE GENERALE as Facility Agent From: [ ] Date: [ ] VIVENDI UNIVERSAL S.A. — 2,700,000,000 Credit Agreement dated [ ], 2004 (the Agreement) 1. We refer to the Agreement. This is a Request. 2. We wish to [borrow a Loan]/[request a Guarantee](1) [Revolving Credit Loan/Swingline Loan]+ on the following terms: (a) [Medium-Term Facility/Short-Term Facility](2): [ ] [Tranche A: [ ]](3) [Tranche B: [ ]](4) (b) Utilisation Date: [ ] (c) Borrower: [ ] (d) [Issuing Bank: [ ]](5) (eb) Amount/currency: [ ] (fc) TermInterest Period: [ ]. 3. Our payment instructions are: [ ]. 4. We confirm that each condition precedent under the Agreement which must be satisfied on the date of this Request is so satisfied. 5. [We attach a copy of the proposed Guarantee.](6) 6. This Request is irrevocable. By: [ ] (1) ] + Delete as appropriate. (2) Delete as appropriate. (3) Delete as appropriate. (4) Delete as appropriate. (5) Delete as appropriate. (6) Delete as appropriate. To: [BENEFICIARY] as Beneficiary From: [ISSUING BANK] as Issuing Bank Date: [ ] At the request of [ISSUING BANK], (the Issuing Bank) issues this irrevocable guarantee (Guarantee) in your favour on the following terms and conditions:applicable