Common use of Acceding Guarantors Clause in Contracts

Acceding Guarantors. (a) To the extent legally possible, the Borrower shall procure that each Material Subsidiary of the Borrower (other than the Original Guarantors) become an Acceding Guarantor either (i) in the case of a company which is a member of the Group as at the date of this Agreement within 30 days of it ceasing to be an Immaterial Subsidiary or (ii) in any other case within 30 days of it becoming a Subsidiary of the Borrower by delivering to the Agent a Guarantor's Deed of Accession duly executed by such Subsidiary and the Borrower. (b) The Borrower shall procure that, at the same time as a Guarantor's Deed of Accession is delivered to the Agent, there is delivered to the Agent all the documents and evidence listed in schedule 9, part B in respect of the relevant Subsidiary in each case in form and substance satisfactory to the Agent acting reasonably. (c) Delivery of a Guarantor's Deed of Accession duly executed by an Acceding Guarantor and the Borrower constitutes confirmation by the relevant Acceding Guarantor (with respect to itself only) that the representations and warranties set out in clauses 11.1(a) to (e) inclusive and 11.2(a), (b), (c), (g) and (h) to be made by it on the date of the Guarantor's Deed of Accession in accordance with clause 11.4 are correct as if made by it with reference to the facts and circumstances then existing. (d) To the extent legally possible in any Relevant Jurisdiction, each Acceding Guarantor, before entering into such a Guarantor's Deed of Accession, shall comply with all relevant legislation in its country of incorporation, to the satisfaction of the Agent, to ensure that the proposed guarantee to be given is in compliance with any relevant provisions of such legislation and to ensure that the proposed guarantee to be given is to be legal valid and binding on the proposed Acceding Guarantor. (e) Each Secured Party irrevocably authorises the Security Agent to countersign each Guarantor's Deed of Accession on its behalf without any further consent of, or consultation with, any of the other Secured Parties. (f) Each of the other Obligors irrevocably authorises the Borrower to countersign each Guarantor's Deed of Accession on its behalf without any further consent of or consultation with, any of the other Obligors.

Acceding Guarantors. 19.17.1 The Borrower undertakes to procure that: (a) To the extent legally possibleaggregate turnover, fixed and current assets and the contribution to EBITDA of the Obligors at all times are equal to or more than 85 per cent. of the turnover, fixed and current assets and EBITDA of the Group (excluding for the avoidance of doubt the turnover and fixed and current assets of any Special Purpose Subsidiary), as determined by reference to the latest financial statements of the Obligors and the Group delivered to the Agent under clause 21.1.4 (Financial statements) provided that (i) no Special Purpose Subsidiary shall be required to become an Obligor pursuant to this clause 19.17.1 (Guarantee and Indemnity), and (ii) EBITDA shall be calculated in accordance with the Testing Accounting Principles; (b) each Group Member which is the holder of a Licence which is material in the context of the business, assets or financial condition of the Group (taken as a whole) is an Obligor; and (c) no Subsidiary of the Borrower which is not an Obligor shall issue, or give any guarantee in respect of, any Debt Instrument in a principal amount in excess of US$50,000,000 other than a Special Purpose Subsidiary in respect of Non-Recourse Liabilities. 19.17.2 The Borrower shall procure that each Material Subsidiary such of the Borrower (other than the Original Guarantors) its Subsidiaries which may be required to become an Acceding Guarantor either Obligor in order to comply with clause 19.17.1 (ia), (b) in the case of a company which is a member of the Group as at the date of this Agreement within 30 days of it ceasing to be an Immaterial Subsidiary or (iic) in any other case within 30 days of it becoming a Subsidiary of the Borrower by delivering enters into and delivers to the Agent a Guarantor's Deed of Guarantor Accession duly executed by such Subsidiary and the Borrower. (b) The Borrower shall procure that, at the same time as a Guarantor's Deed of Accession is delivered to the Agent, there is delivered to the Agent all together with the documents and evidence listed set out in schedule 9, part B in respect of the relevant Subsidiary in each case Schedule 7 (Documents and evidence to be delivered by Acceding Guarantors) in form and substance satisfactory to the Agent acting reasonablyAgent, in accordance with clauses 19.17.3 or 19.17.4 as appropriate. (c19.17.3 Where a Subsidiary is required to become a Guarantor in order to comply with clause 19.17.1(a) Delivery of a Guarantor's Deed of Accession duly executed by an Acceding Guarantor and the Borrower constitutes confirmation by the relevant Acceding Guarantor (with respect to itself only) that the representations and warranties set out in clauses 11.1(a) to (e) inclusive and 11.2(a), or (b), (c), (g) and (h) the delivery to the Agent of the items referred to in clause 19.17.2 shall be made by it on effected within thirty days of the date of delivery of financial statements pursuant to clause 21.1.4 (Financial statements) demonstrating that the Guarantor's turnover, fixed and current assets or contribution to EBITDA of the Obligors in aggregate fell below 85 per cent. of the turnover, fixed and current assets or EBITDA of the Group or the relevant Group Member becoming the holder of a relevant Licence (as the case may be). 19.17.4 Where a Subsidiary is required to become a Guarantor in order to comply with clause 19.17.1(c) the delivery to the Agent of the items referred to in clause 19.17.2 shall be effected on or before the date on which such Subsidiary issues, or gives a guarantee in respect of, the relevant Debt Instrument. 19.17.5 The Agent may at the written request of the Borrower permit the extension of any period referred to in clause 19.17.3 for such further period as the Agent shall consider appropriate (acting reasonably), where the Borrower provides confirmation satisfactory to the Agent that, by virtue of either the need to comply with legal requirements in one or more relevant jurisdiction(s), or the need to obtain consent of a third party to the entry into the Deed of Accession Guarantor Accession, the time period imposed in clause 19.17.3 cannot be complied with. At the same time as making any such request, the Borrower shall submit to the Agent details of the relevant legal requirements or requisite third party consent(s) together with details of the steps taken and proposed, to comply with such requirement or to obtain such consent. 19.17.6 The Borrower may request the Agent in writing to, and the Agent, acting in accordance with clause 11.4 are correct as if made by it with reference to the facts and circumstances then existing. (d) To instructions of the extent legally possible in any Relevant Jurisdiction, each Acceding Guarantor, before entering into such a Guarantor's Deed of AccessionMajority Lenders, shall comply with all relevant legislation in its country of incorporation, to the satisfaction of the Agent, to ensure that the proposed guarantee to be given is in compliance with any relevant provisions of such legislation and to ensure that the proposed guarantee to be given is to be legal valid and binding on the proposed Acceding Guarantor. (e) Each Secured Party irrevocably authorises the Security Agent to countersign each Guarantor's Deed of Accession on its behalf without any further consent of, or consultation with, extend any of the other Secured Partiesperiods referred to in clauses 19.17.3 and 19.17.4. (f) Each of the other Obligors irrevocably authorises the Borrower to countersign each Guarantor's Deed of Accession on its behalf without any further consent of or consultation with, any of the other Obligors.

Acceding Guarantors. 19.17.1 The Ultimate Holding Company undertakes to procure that: (a) To the extent legally possibleaggregate turnover, fixed and current assets and the Borrower shall procure that each Material Subsidiary contribution to EBITDA of the Borrower Obligors at all times are equal to or more than 85 per cent, of the turnover, fixed and current assets and EBITDA of the Group (other than excluding for the Original Guarantorsavoidance of doubt the turnover and fixed and current assets of any Special Purpose Subsidiary), as determined by reference to the latest financial statements of the Obligors and the Group delivered to the Agent under clause 21.1.4 (Financial statements) become an Acceding Guarantor either provided that (i) in the case of a company which is a member of the Group as at the date of no Special Purpose Subsidiary shall be required to become an Obligor pursuant to this Agreement within 30 days of it ceasing to be an Immaterial Subsidiary or clause 19.17.1 (Guarantee and indemnity), and (ii) EBITDA shall be calculated in accordance with the Testing Accounting Principles; (b) HoldCo and any other case within 30 days of it becoming its Subsidiaries which are also Holding Companies of the Original Borrower become Guarantors no later than the time at which they become a Holding Company of the Original Borrower; (c) Intermediate HoldCo and any Holding Company of Intermediate HoldCo which is also a Subsidiary of the Original Borrower by delivering become Guarantors no later than the effective date of the Intermediate HoldCo Scheme; (d) each Group Member which is the holder of a Licence which is material in the context of the business, assets or financial condition of the Group (taken as a whole) is an Obligor; and (e) no Subsidiary of the Ultimate Holding Company which is not an Obligor shall issue, or give any guarantee in respect of, any Debt Instrument in a principal amount in excess of US$50,000,000 other than a Special Purpose Subsidiary in respect of Non-Recourse Liabilities. 19.17.2 The Ultimate Holding Company shall procure that any Group Member which may be required to become an Obligor in order to comply with clause 19.17.1 enters into and delivers to the Agent a Guarantor's Deed of Guarantor Accession duly executed by such Subsidiary and the Borrower. (b) The Borrower shall procure that, at the same time as a Guarantor's Deed of Accession is delivered to the Agent, there is delivered to the Agent all together with the documents and evidence listed set out in schedule 9, part B in respect of the relevant Subsidiary in each case Schedule 7 (Documents and evidence to be delivered by Acceding Guarantors) in form and substance satisfactory to the Agent acting reasonablyAgent, in accordance with clauses 19.17.3, 19.17.4 or 19.17.6 as appropriate. 19.17.3 Where a Group Member is required to become a Guarantor in order to comply with clause 19.17.1(a) or (c) Delivery of a Guarantor's Deed of Accession duly executed by an Acceding Guarantor and the Borrower constitutes confirmation by the relevant Acceding Guarantor (with respect to itself only) that the representations and warranties set out in clauses 11.1(a) to (e) inclusive and 11.2(ad), (b), (c), (g) and (h) the delivery to the Agent of the items referred to in clause 19.17.2 shall be made by it on effected within thirty days of the date of delivery of financial statements pursuant to clause 21.1.4 (Financial statements) demonstrating that the Guarantor's turnover, fixed and current assets or contribution to EBITDA of the Obligors in aggregate fell below 85 per cent, of the turnover, fixed and current assets or EBITDA of the Group or the relevant Group Member becoming the holder of a relevant Licence (as the case may be). 19.17.4 Where a Group Member is required to become a Guarantor in order to comply with clause 19.17.1(e) the delivery to the Agent of the items referred to in clause 19.17.2 shall be effected on or before the date on which such Subsidiary issues, or gives a guarantee in respect of, the relevant Debt Instrument. 19.17.5 Where a Group Member is required to become a Guarantor in order to comply with clause 19.17.1(b) the delivery to the Agent of the items referred to in clause 19.17.2 shall be effected on or before the date on which such Group Member becomes a Holding Company of the Original Borrower. 19.17.6 Where a Group Member is required to become a Guarantor in order to comply with clause 19.17.1(c) the delivery to the Agent of the items referred to in clause 19.17.2 shall be effected on or before the effective date of the Intermediate HoldCo Scheme. 19.17.7 The Agent may at the written request of the Ultimate Holding Company permit the extension of any period referred to in clause 19.17.3 (Acceding Guarantors) for such further period as the Agent shall consider appropriate (acting reasonably), where the Ultimate Holding Company provides confirmation satisfactory to the Agent that, by virtue of either the need to comply with legal requirements in one or more relevant jurisdiction(s), or the need to obtain consent of a third party to the entry into the Deed of Accession Guarantor Accession, the time period imposed in clause 19.17.3 (Acceding Guarantors) cannot be complied with. At the same time as making any such request, the Ultimate Holding Company shall submit to the Agent details of the relevant legal requirements or requisite third party consent(s) together with details of the steps taken and proposed, to comply with such requirement or to obtain such consent. 19.17.8 The Ultimate Holding Company may request the Agent in writing to, and the Agent, acting in accordance with clause 11.4 are correct as if made by it with reference to the facts and circumstances then existing. (d) To instructions of the extent legally possible in any Relevant Jurisdiction, each Acceding Guarantor, before entering into such a Guarantor's Deed of AccessionMajority Lenders, shall comply with all relevant legislation in its country of incorporation, to the satisfaction of the Agent, to ensure that the proposed guarantee to be given is in compliance with any relevant provisions of such legislation and to ensure that the proposed guarantee to be given is to be legal valid and binding on the proposed Acceding Guarantor. (e) Each Secured Party irrevocably authorises the Security Agent to countersign each Guarantor's Deed of Accession on its behalf without any further consent of, or consultation with, extend any of the other Secured Partiesperiods referred to in clauses 19.17.3, 19.17.4 and 19.17.6 (Acceding Guarantors). (f) Each of the other Obligors irrevocably authorises the Borrower to countersign each Guarantor's Deed of Accession on its behalf without any further consent of or consultation with, any of the other Obligors.

Acceding Guarantors. (a) To the extent legally possible, the Borrower shall procure that each Material Subsidiary of the Borrower as soon as reasonably practicable all entities which become Subsidiaries (other than the Original Guarantorsthose which are dormant and do not hold any licences or other material assets) become an Acceding Guarantor either (i) in the case of a company which is a member of the Group as at the date of this Agreement within 30 days of it ceasing to be an Immaterial Subsidiary or (ii) in any other case within 30 days of it becoming a Subsidiary of the Borrower Guarantors by delivering to the Agent (as soon as is reasonably practicable following receipt by the Borrower of a Guarantor's Deed written notice from the Agent requiring such action) Deeds of Guarantor Accession duly executed by such Subsidiary Subsidiaries and the Borrower. (b) The To the extent legally possible the Borrower shall procure that, at the same time as a Guarantor's Deed of Guarantee Accession is delivered to the Agent, there is delivered to the Agent all the documents and evidence listed in schedule 9, part B in respect of the relevant Subsidiary in each case in form and substance satisfactory to the Agent acting reasonably. (c) Delivery of a Guarantor's Deed of Guarantor Accession duly executed by an Acceding Guarantor and the Borrower constitutes confirmation by the relevant Acceding Guarantor (with respect to itself only) that the representations and warranties set out in clauses 11.1(a) to (e) inclusive and 11.2(a), (b), (c), (g) and (h) clause 11 to be made by it on the date of the Guarantor's Deed of Guarantor Accession in accordance with clause 11.4 11.21 are correct as if made by it with reference to the facts and circumstances then existing. (d) To the extent legally possible in any Relevant Jurisdiction, each Acceding Guarantor, before entering into such a Guarantor's Deed of Guarantor Accession, shall comply with all the relevant legislation in its country of incorporation, incorporation to the reasonable satisfaction of the Agent, to ensure that the proposed guarantee to be given is in compliance with any relevant provisions of such legislation and to ensure that the proposed guarantee 37 45 to be given is is, subject to the Reservations, to be legal valid and binding on the proposed Acceding Guarantor. (e) Each Secured Finance Party irrevocably authorises the Security Agent to countersign each Guarantor's Deed of Guarantor Accession on its behalf without any further consent of, or consultation with any of the Finance Parties (f) Each of the other Obligors irrevocably authorises the Borrower to countersign each Deed of Guarantor Accession on its behalf without any further consent of, or consultation with, any of the other Secured Parties.Obligors (f) Each 11.1 REPRESENTATIONS The Parent, in respect of itself and each other Group Member, and each Obligor in respect of itself only, represents and warrants to each of the other Obligors irrevocably authorises Finance Parties that all the Borrower matters described in clauses 11.2 to countersign each Guarantor's Deed 11.20 are true and accurate on the date of Accession on its behalf without any further consent of or consultation with, any of the other Obligorsthis Agreement.

Acceding Guarantors. (a) To The Borrower undertakes to procure that: (i) the extent legally possibleaggregate turnover, fixed and current assets and the Borrower contribution to EBITDA of the Obligors at all times are equal to or more than 85 per cent. of the turnover, fixed and current assets and EBITDA of the Group (excluding for the avoidance of doubt the turnover and fixed and current assets of any Special Purpose Subsidiary), as determined by reference to the latest financial statements of the Obligors and the Group delivered to the Agent under Clause 21.1(d) (Financial statements) provided that (A) no Special Purpose Subsidiary shall procure that be required to become an Obligor pursuant to this Clause 19.17(a) (Guarantee and Indemnity), and (B) EBITDA shall be calculated in accordance with the Testing Accounting Principles; (ii) each Material Group Member which is the holder of a Licence which is material in the context of the business, assets or financial condition of the Group (taken as a whole) is an Obligor; and (iii) no Subsidiary of the Borrower which is not an Obligor shall issue, or give any guarantee in respect of, any Debt Instrument in a principal amount in excess of £50,000,000 (or its equivalent in other currencies) other than the Original Guarantors) become an Acceding Guarantor either (i) a Special Purpose Subsidiary in the case respect of a company which is a member of the Group as at the date of this Agreement within 30 days of it ceasing to be an Immaterial Subsidiary or (ii) in any other case within 30 days of it becoming a Subsidiary of the Borrower by delivering to the Agent a Guarantor's Deed of Accession duly executed by such Subsidiary and the BorrowerNon-Recourse Liabilities. (b) The Borrower shall procure that, at that any Group Member which may be required to become an Obligor in order to comply with paragraph (a) above enters into and delivers to the same time as Agent a Guarantor's Deed of Guarantor Accession is delivered together with the documents and evidence set out in Schedule 7 (Documents and Evidence to be Delivered by Acceding Guarantors) in form and substance satisfactory to the Agent, there is delivered in accordance with paragraphs (c), (d) or (f) below as appropriate. Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 19.19 (“Know your customer” checks) the relevant Group Member shall become an Acceding Guarantor when the Agent notifies the other Finance Parties and the Borrower that it has received a duly executed Deed of Guarantor Accession and all the documents and evidence listed in schedule 9, part B in respect of the relevant Subsidiary in each case Schedule 7 (Documents and Evidence to be delivered by an Acceding Guarantor) in form and substance satisfactory to the it. The Agent acting reasonablyshall give this notice as soon as reasonably practicable. (c) Delivery Where a Group Member is required to become a Guarantor in order to comply with sub-paragraphs (a)(i) or (ii) above, the delivery to the Agent of the items referred to in paragraph (b) shall be effected within 30 days of the date of delivery of financial statements pursuant to Clause 21.1(d) (Financial statements) demonstrating that the turnover, fixed and current assets or contribution to EBITDA of the Obligors in aggregate fell below 85 per cent. of the turnover, fixed and current assets or EBITDA of the Group or the relevant Group Member becoming the holder of a Guarantor's Deed of Accession duly executed by an Acceding Guarantor and relevant Licence (as the Borrower constitutes confirmation case may be) or, if later, five Banking Days after the last request by the Agent or any Lender for any information required to establish compliance with paragraphs (a) and (d) of Clause 19.19 (“Know your customer” checks). (d) Where a Group Member is required to become a Guarantor in order to comply with sub-paragraph (a)(iii) above the delivery to the Agent of the items referred to in paragraph (b) above shall be effected on or before the date on which such Subsidiary issues, or gives a guarantee in respect of, the relevant Acceding Guarantor (with respect to itself only) that the representations and warranties set out in clauses 11.1(a) to Debt Instrument. (e) inclusive and 11.2(aThe Agent may at the written request of the Borrower permit the extension of any period referred to in paragraph (c) above for such further period as the Agent shall consider appropriate (acting reasonably), (bwhere the Borrower provides confirmation satisfactory to the Agent that, by virtue of either the need to comply with legal requirements in one or more relevant jurisdiction(s), or the need to obtain consent of a third party to the entry into the Deed of Guarantor Accession, the time period imposed in paragraph (c) above cannot be complied with. At the same time as making any such request, the Borrower shall submit to the Agent details of the relevant legal requirements or requisite third party consent(s) together with details of the steps taken and proposed, to comply with such requirement or to obtain such consent. (f) The Borrower may request the Agent in writing to, and the Agent, acting in accordance with the instructions of the Majority Lenders, shall extend any of the periods referred to in paragraphs (c), (gd) and or (hf) to be made by it on the date of the Guarantor's Deed of Accession in accordance with clause 11.4 are correct as if made by it with reference to the facts and circumstances then existingabove. (g) The Borrower may request that one of its wholly-owned Subsidiaries becomes an Acceding Guarantor by giving the Agent not less than ten Banking Days’ prior notice (and the Agent must promptly notify the Lenders). Subject to compliance with the provisions of paragraph (d) To of Clause 19.19 (“Know your customer” checks), the extent legally possible relevant Subsidiary shall become an Acceding Guarantor when the Agent notifies the other Finance Parties and the Borrower that it has received a duly executed Deed of Guarantor Accession and all the documents and evidence listed in any Relevant Jurisdiction, each Schedule 7 (Documents and Evidence to be delivered by an Acceding Guarantor, before entering into such a Guarantor's Deed of Accession, ) in form and substance satisfactory to it. The Agent shall comply with all relevant legislation in its country of incorporation, to the satisfaction of the Agent, to ensure that the proposed guarantee to be given is in compliance with any relevant provisions of such legislation and to ensure that the proposed guarantee to be given is to be legal valid and binding on the proposed Acceding Guarantorgive this notice as soon as reasonably practicable. (e) Each Secured Party irrevocably authorises the Security Agent to countersign each Guarantor's Deed of Accession on its behalf without any further consent of, or consultation with, any of the other Secured Parties. (f) Each of the other Obligors irrevocably authorises the Borrower to countersign each Guarantor's Deed of Accession on its behalf without any further consent of or consultation with, any of the other Obligors.

Acceding Guarantors. (a) To the extent legally possibleUnless UPCF would still be in compliance with clause 11.1(w) without such entity becoming an Acceding Guarantor, the Borrower UPCF shall procure that each Material entity which becomes a direct or indirect Subsidiary of the Borrower (other than the Original Guarantors) become an Acceding Guarantor either (i) in the case of a company which is a member of the Group as at UPCF after the date of this Agreement within 30 days (whether or not it is a wholly owned Subsidiary of it ceasing to be UPCF), which is not an Immaterial Unrestricted Subsidiary or (ii) in any other case pursuant to the Restructuring, becomes an Acceding Guarantor, within 30 60 days of it becoming a Subsidiary of the Borrower UPCF by delivering to the Agent a Guarantor's Deed of Accession duly executed by such Subsidiary and UPCF. If it would be unlawful for any such entity to become an Acceding Guarantor it shall not be required to become an Acceding Guarantor provided that UPCF procures that other members of the BorrowerRestricted Group become Acceding Guarantors in accordance with the terms of this clause 9.17 within 60 days of UPCF becoming aware of such unlawfulness so as to ensure compliance with clause 11.1(w). (b) The Borrower On or prior to the date of any transfer, sale or disposal by an Obligor to a member of the Restricted Group which is not an Obligor, UPCF shall deliver to the Agent a Guarantor's Deed of Accession duly executed by such member of the Restricted Group and UPCF. (c) UPCF shall procure that, at the same time as a Guarantor's Deed of Accession is delivered to the Agent, there is delivered to the Agent all the documents and evidence listed in schedule 9, part B in respect of the relevant Subsidiary or member of the Restricted Group, as the case may be, in each case in form and substance satisfactory to the Agent acting reasonablyreasonably provided that a Share Security, as referred to in paragraph (b) of part B of schedule 9 and the relevant supporting documentation shall not be required to be delivered to the Agent where the relevant Subsidiary or member of the Restricted Group is becoming a member of the Restricted Group other than to ensure compliance with clause 11.1(w). (cd) Delivery of a Guarantor's Deed of Accession duly executed by an Acceding Guarantor and the Borrower UPCF constitutes confirmation by the relevant Acceding Guarantor (with respect to itself only) that the representations and warranties set out in clauses 11.1(a) to (e) inclusive 10.1 and 11.2(a), (b), (c), (g) and (h) 10.2 to be made by it on the date of the Guarantor's Deed of Accession in accordance with clause 11.4 10.4 are correct as if made by it with reference to the facts and circumstances then existing. (de) To the extent legally possible in any Relevant Jurisdiction, each Each Acceding Guarantor, before entering into such a Guarantor's Deed of Accession, shall comply with all relevant legislation in its country of incorporation, to the satisfaction of the Agent, to ensure that the proposed guarantee to be given is in compliance with any relevant provisions of such legislation and to ensure that the proposed guarantee to be given is to be legal valid and binding on the proposed Acceding Guarantor. (ef) Each Secured Party irrevocably authorises the Security Agent to countersign each Guarantor's Deed of Accession on its behalf without any further consent of, or consultation with, any of the other Secured Parties. (fg) Each of the other Obligors irrevocably authorises the Borrower UPCF to countersign each Guarantor's Deed of Accession on its behalf without any further consent of or consultation with, any of the other Obligors. Representations and warranties 10.1 Repeated representations and warranties Each Obligor in respect of itself and its Material Subsidiaries which are members of the Restricted Group represents and warrants to each of the Secured Parties that: (a) Due incorporation all of the members of the Restricted Group which are not Immaterial Subsidiaries are duly incorporated and validly existing under the laws of the respective countries of their incorporation and have power to carry on their respective businesses as they are now being conducted and to own their respective property and other assets; (b) Power to borrow etc. each Obligor has power to execute, deliver and perform its obligations under this Agreement and the Security Documents to which it is a party and, in the case of the Borrowers, to borrow the Commitments; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same and no limitation on the powers of the Borrowers to borrow or on the powers of any Guarantor to give guarantees will be exceeded as a result of borrowings under this Agreement, the issue of Telekabel Notes or as a result of the giving of the Guarantee (in the case of any Guarantor as limited, where appropriate, by clause 9.1); (c) Binding obligations this Agreement constitutes and any Telekabel Notes issued by it and the Security Documents to which it is a party, when executed and delivered by the relevant Obligor will constitute, valid and legally binding obligations of such Obligor enforceable in accordance with their respective terms subject to the qualifications contained in the legal opinions referred to in schedule 3 and mandatory provisions of law affecting creditors rights generally; (d) No conflict with other obligations the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, this Agreement, any Telekabel Notes and the Security Documents to which it is a party by the Obligors will not (i) contravene in any material respect any existing material applicable law, statute, rule or regulation or any judgment, decree or permit to which any Obligor is subject, (ii) conflict with, or result in any material breach of any of the terms of, or constitute a default under, any material agreement or other instrument to which any Obligor is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of any Obligor's constitutive documents or (iv) save for the Encumbrances granted to the Secured Parties pursuant to the Security Documents, result in the creation or imposition of or oblige any member of the Restricted Group which is not an Immaterial Subsidiary to create any Encumbrance (other than a Permitted Encumbrance) on any member of the Restricted Group's undertakings, assets, rights or revenues; (e) No litigation save as set out in the Disclosure Letter, no litigation, arbitration or administrative proceeding is taking place, pending or, to the knowledge of the officers of any Obligor, threatened against any member of the Restricted Group which is not an Immaterial Subsidiary in which there is a reasonable likelihood of an adverse determination, and which if adversely determined against such member of the Restricted Group which is not an Immaterial Subsidiary would or is reasonably likely to have a Material Adverse Effect; (f) Financial statements correct and complete: (i) the audited consolidated financial statements of the UPC Group in respect of the financial year ended on 31 December 1998 and the financial statements of the relevant members of the Restricted Group which have been used in the preparation of the pro forma unaudited combined financial statements of the Restricted Group in respect of the financial year ended on 31st December 1998, which consolidated financial statements of the UPC Group and combined financial statements of the Restricted Group have each been delivered to the Agent, have been prepared in accordance with GAAP (except that the combined financial statements for the Restricted Group do not include all consolidated Subsidiaries to the extent that there are any Unrestricted Subsidiaries) which principles have been consistently applied and, in conjunction with the footnotes thereto, present fairly in all material respects in accordance with GAAP the consolidated financial position of the UPC Group and the combined financial position of the Restricted Group respectively as at such date and the consolidated results of the operations of the UPC Group and the combined results of the operations of the Restricted Group respectively for the financial year ended on such date; and (ii) the unaudited Quarterly Management Accounts for the UPC Group and the Restricted Group respectively in respect of the Quarterly Period ended 31st March 1999 as delivered to the Agent have been prepared in accordance with GAAP (other than year end adjustments and absence of footnotes) which principles have been consistently applied and present fairly in all material respects in accordance with GAAP the results of the operations of the UPC Group and the Restricted Group for such Quarterly Period as at such date. 10.2 Further representations and warranties Each Obligor in respect of itself and its Material Subsidiaries which are members of the Restricted Group further represents and warrants to each of the Secured Parties that: (a) Choice of law the choice by the Obligors of English law to govern this Agreement and any Telekabel Note and the submission by the Obligors to the non-exclusive jurisdiction of the High Court of Justice in England are valid and binding;