Common use of Additional Facilities Clause in Contracts

Additional Facilities. (a) Any person may, subject to the terms of this Agreement, become an Additional Facility Lender by delivering to the Facility Agent an Additional Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by that person, UPC Distribution and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. That person shall become an Additional Facility Lender on the date specified in the Additional Facility Accession Agreement. (b) Upon the relevant person becoming an Additional Facility Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Facility Accession Agreement as that Additional Facility Lender’s Commitment. (c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or US Dollars (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement. (d) The execution by UPC Distribution and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Facility Lender’s Commitment and shall be owed to each Finance Party including the relevant Additional Facility Lender.

Additional Facilities. (a) Any person may, subject The Company may notify the Facility Agent by no less than 2 Business Days’ notice that it wishes to the terms of this Agreement, become an establish one or more Additional Facility Lender Facilities by delivering delivery to the Facility Agent of an Additional Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by a Lender (or any person that personis not a Lender that proposes to become a Lender under that Additional Facility), UPC Distribution the Parent, the Company and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. That person shall become , provided, in respect of each Additional Facility, that: (i) [Reserved]; (ii) the principal amount (in euro, US Dollars or an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility Lender on and related provisions and the date specified currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers and the relevant Initial Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession; (iii) the relevant Additional Facility Accession Agreement shall specify whether that Additional Facility is in form of a term or revolving facility; and (iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (b) Upon An increase in the relevant person becoming Total Commitments pursuant to an Additional Facility Lenderwill only be effective on: (i) the execution by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and (ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective: (A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and (B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the Total completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank. (c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments shall be increased by the amount in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement as that Additional Facility Lender’s Commitment. (c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or US Dollars (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement. (d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements. (e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession. (f) The execution by UPC Distribution the Parent, the Company and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 21 (GuaranteeGuarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Facility Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender. (g) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Initial Additional Facility Lender. (h) On the Additional Facility Commencement Date: (i) each Initial Additional Facility Lender party to that Additional Facility Accession Agreement, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lender, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Initial Additional Facility Lender shall become a Party as an “Initial Additional Facility Lender”. (i) With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender. (j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to: (i) a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ; (ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Additional Facilities. (a) Any KDG and KDVS may at any time establish or enter into an Additional Facility. (b) Subject to paragraph (c) any person maywill, subject to the terms of this Agreement, become an Additional Add-On Facility Lender by delivering to the Facility Agent an Additional Add-On Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by that person, UPC Distribution and, if the Additional Facility is to be granted to an Additional Borrower, KDG and the relevant Additional Borrower. That Once the Facility Agent signs the Add-On Facility Accession Agreement, that person shall become an Additional Add-On Facility Lender on the date specified in the Additional Add-On Facility Accession Agreement. (bc) Subject to paragraph (d), the Facility Agent must sign any Add-On Facility Accession Agreement delivered to it by KDG or an Add-On Facility Lender. (d) The Facility Agent is not obliged to sign an Add-On Facility Accession Agreement until it has completed all know your customer requirements to its satisfaction in respect of the proposed Add-On Lender. (e) Upon the relevant person becoming an Additional Add-On Facility Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Add-On Facility Accession Agreement as that Additional Add-On Facility Lender’s Commitment. (cf) Each Additional Add-On Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Add-On Facility Accession Agreement in euros or US Dollars (as applicable) during the Additional Add-On Facility Availability Period specified in the Additional Add-On Facility Accession Agreement, subject to the terms of this Agreement. (dg) The execution by UPC Distribution KDG must ensure that the Finance Parties and the relevant Borrower any arranger, underwriter, agent, trustee (including in respect of notes, bonds or other securities) or similar person acting or lending in connection with an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend are granted a Security Interest over the assets acquired with the proceeds of the Additional Facility, having regard to the Total Commitments as increased by Security Principles, under which their outstanding liabilities rank pari passu (except to the addition of the relevant extent any lower ranking or subordination for an Additional Facility Lender’s Commitment is agreed between KDG and shall be owed to each Finance Party including all the relevant creditors of that Additional Facility LenderFacility).

Additional Facilities. (a) Any person mayBy at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), subject and pursuant to the terms of this Agreement, become an Additional Facility Joinder Agreement, an Additional Facility may be provided to any Loan Party provided that (i) on the date of the proposed Additional Facility Loan all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.02 are correct in all material respects, (ii) no Event of Default either (A) is outstanding at the time of such notice to the Administrative Agent or (B) would result from the proposed advance and (iii) the Company has certified in the relevant Request for Credit Extension that it is in compliance with the Financial Covenants on a Pro Forma Basis after taking into account the Borrowing under such Additional Facility and the use of proceeds thereof as of the most recent Compliance Date. (b) Any person may become a Lender under this Agreement by delivering to the Facility Administrative Agent an Additional Facility Accession Joinder Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case which must be duly completed and executed by that person, UPC Distribution andthe Administrative Agent, if the Additional Facility is to be granted to an Additional Borrower, Company and the relevant Additional BorrowerBorrower (if any). That person shall become an Additional Facility a Lender on the date specified in the Additional Facility Accession Joinder Agreement. (bc) Upon the relevant person becoming an Additional Facility a Lender, the Total total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Accession Joinder Agreement as that Lender’s Additional Facility Lender’s Commitment. (cd) Each Lender under an Additional Facility Lender will grant to the relevant Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Accession Joinder Agreement in euros or US Dollars (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Joinder Agreement, subject to the terms of this Agreement. (de) The execution by UPC Distribution the Company, the Guarantors and the relevant Additional Borrower of an the Additional Facility Accession Joinder Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations the Guarantee shall extend to the Total total of the Commitments as increased by the addition of the relevant Additional Facility Lender’s Commitment and shall be owed to each Finance Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility and related provisions and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; and (iv) subject to sub-clauses (i) and (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (j) The Company may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with the terms of the Intercreditor Agreements and the Collateral Documents pari passu with the Lenders under the other Facilities provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the Company and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the Company and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the Closing Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) In relation to any Additional Facility providing for new Term Loans that is utilized prior to the date that is 18 months after the Closing Date, the Pricing applicable to the new Term Loans under such Additional Facility shall not be greater than the Pricing applicable to the Term B Loans plus 50 basis points per annum, unless the Applicable Rate with respect to the Term B Loans is increased by an amount equal to the difference between (i) the Pricing applicable to the new Term Loans under such Additional Facility and (ii) the Applicable Rate with respect to the Term B Loans plus 50 basis points. (o) With the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14)) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.

Additional Facilities. (a) Any person mayBy at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), subject and pursuant to the terms of this Agreement, become an Additional Facility Joinder Agreement, an Additional Facility may be provided to any Loan Party provided that (i) on the date of the proposed Additional Facility Loan all representations and warranties to be made in a Committed Loan Notice in accordance with Section 4.02 are correct in all material respects, (ii) no Event of Default either (A) is outstanding at the time of such notice to the Administrative Agent or (B) would result from the proposed advance and (iii) the Company has certified in the relevant Request for Credit Extension that it is in compliance with the Financial Covenants on a Pro Forma Basis after taking into account the Borrowing under such Additional Facility and the use of proceeds thereof as of the most recent Compliance Date. (b) Any person may become a Lender under this Agreement by delivering to the Facility Administrative Agent an Additional Facility Accession Joinder Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case which must be duly completed and executed by that person, UPC Distribution andthe Administrative Agent, if the Additional Facility is to be granted to an Additional Borrower, Company and the relevant Additional BorrowerBorrower (if any). That person shall become an Additional Facility a Lender on the date specified in the Additional Facility Accession Joinder Agreement. (bc) Upon the relevant person becoming an Additional Facility a Lender, the Total total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Accession Joinder Agreement as that Lender’s Additional Facility Lender’s Commitment. (cd) Each Lender under an Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Joinder Agreement in euros or US Dollars (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Joinder Agreement, subject to the terms of this Agreement. (de) The execution by UPC Distribution the Company, the Guarantors and the relevant Additional Borrower of an the Additional Facility Accession Joinder Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations the Guarantee shall extend to the Total total of the Commitments as increased by the addition of the relevant Additional Facility Lender’s Commitment and shall be owed to each Finance Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, and related provisions and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders and set out in the relevant Additional Facility Joinder Agreement; and (iii) subject to sub-clauses (i) and (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (j) The Company may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with the terms of the Intercreditor Agreements and the Collateral Documents pari passu with the Lenders under the other Facilities provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the Company and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the Company and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the Closing Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) With the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14)) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (o) This Section 2.14 shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.

Additional Facilities. (a) Any Following the occurrence of a Qualifying IPO (and subject to paragraphs (e) and (f) below), any person may, subject to the terms of this Agreement, become an Additional Facility a Lender by delivering to the Facility Agent an Additional Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by that person, UPC Distribution the Facility Agent, the Company and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. That person shall become an Additional Facility a Lender on the date specified in the Additional Facility Accession Agreement. (b) Upon the relevant person becoming an Additional Facility a Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Facility Accession Agreement as that Lender’s Additional Facility Lender’s Commitment. (c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or US Dollars an Optional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement. (d) The execution by UPC Distribution and the relevant Borrower Company of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 19 (GuaranteeGuarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Facility Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender. If and to the extent agreed by the Company with the Additional Facility LenderLenders the Additional Facility shall be secured under the Security Documents on a similar basis as the Lenders. (e) An Additional Facility Accession Agreement may not be delivered or executed where the aggregate Total Commitments of such proposed Additional Facility Accession Agreement and all other Additional Facility Accession Agreements would exceed €400,000,000. (f) No Additional Facility will be permitted unless (i) the Parent provides a certificate signed by a director certifying (A) no Default is existing and (B) on the basis of pro forma calculations taking into account the drawdown of the Additional Facility in full, the Smurfit Kappa Funding Group will be in compliance with the financial undertakings in Clause 22 (Financial Covenants) and is expected to be in compliance with such financial undertakings for the 12 months following the drawdown under the Additional Facility, (ii) the Final Maturity Date of the Additional Facility occurs on or later than the latest Final Maturity Date for the outstanding Facilities and (iii) the pricing is no more onerous than the opening pricing of the euro denominated loans under the C1 Term Loan Facility as at the date of the Amendment and Restatement Agreement.

Additional Facilities. (a) Any person may, subject to the terms of this Agreement, become an Additional Facility a Lender by delivering to the Facility Agent an Additional Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by that person, , UPC Distribution Broadband and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. If, on the date the Additional Facility Accession Agreement becomes effective, it is a requirement under Dutch law that a Lender needs to be qualified as a Professional Market Party, such Lender must make the declaration and representation set out in paragraph 4 of the Additional Facility Accession Agreement. That person shall become an Additional Facility a Lender on the date specified in the Additional Facility Accession Agreement. (b) Upon the relevant person becoming an Additional Facility a Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Facility Accession Agreement as that Lender’s Additional Facility Lender’s Commitment. (c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or euros, US Dollars or an Additional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement. (d) The execution by UPC Distribution Broadband and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Facility Lender’s Commitment and shall be owed to each Finance Party including the relevant Additional Facility Lender.

Additional Facilities. (a) Any person may, subject to the terms of this Agreement, become an Additional Facility a Lender by delivering to the Facility Agent an Additional Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by that person, , UPC Distribution Broadband and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. If, on the date the Additional Facility Accession Agreement becomes effective, it is a requirement under Dutch law that a Lender needs to be qualified as a Professional Market Party, such Lender must make the declaration and representation set out in paragraph 4 of the Additional Facility Accession Agreement. That person shall become an Additional Facility a Lender on the date specified in the Additional Facility Accession Agreement. (b) Upon the relevant person becoming an Additional Facility a Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Facility Accession Agreement as that Lender's Additional Facility Lender’s Commitment. (c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or euros, US Dollars or an Additional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement. (d) The execution by UPC Distribution Broadband and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Facility Lender’s 's Commitment and shall be owed to each Finance Party including the relevant Additional Facility Lender.

Additional Facilities. (a) Any person may, subject to the terms of this Agreement, become an Additional Facility Lender by delivering to the Facility Agent an Additional Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by that person, UPC Distribution Broadband and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. That person shall become an Additional Facility Lender on the date specified in the Additional Facility Accession Agreement. (b) Upon the relevant person becoming an Additional Facility Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Facility Accession Agreement as that Additional Facility Lender’s 's Commitment. (c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or US Dollars (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement. (d) The execution by UPC Distribution Broadband and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Facility Lender’s 's Commitment and shall be owed to each Finance Party including the relevant Additional Facility Lender.

Additional Facilities. (a) Any Subject to paragraphs (e) and (f) below, any person may, subject to the terms of this Agreement, become an Additional Facility a Lender by delivering to the Facility Agent an Additional Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by that person, UPC Distribution the Facility Agent, the Company and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. That person shall become an Additional Facility a Lender on the date specified in the Additional Facility Accession Agreement. (b) Upon the relevant person becoming an Additional Facility a Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Facility Accession Agreement as that Lender’s Additional Facility Lender’s Commitment. (c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or US Dollars an Optional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement. (d) The execution by UPC Distribution and the relevant Borrower Company of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 19 (GuaranteeGuarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Facility Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender. If and to the extent agreed by the Company with the Initial Additional Facility LenderLenders, the Additional Facility shall be secured under the Security Documents on a similar basis as the Lenders. (e) An Additional Facility Accession Agreement may not be delivered or executed where the aggregate Total Commitments of such proposed Additional Facility Accession Agreement and all other Additional Facility Accession Agreements would exceed €400,000,000 less the aggregate drawings made under the B3 Term Loan Facility and the C3 Term Loan Facility, provided that, such a limit will not apply if at the time of delivery of such proposed Additional Facility Accession Agreement, the ratio of the Consolidated Total Net Borrowings to Consolidated Pro Forma EBITDA is less than 4.00:1.00 on a pro forma basis (using the figures in the last-delivered Compliance Certificate as a basis-point) as if the Proposed Additional Facility was fully drawn and the Permitted Acquisition to be effected using such proposed Additional Facility had been effected (including any cost savings and synergies reasonably expected to be achieved in the second year following such Permitted Acquisition). (f) No Additional Facility will be permitted unless (i) the Parent provides a certificate signed by a director certifying (A) no Default is existing and (B) on the basis of pro forma calculations taking into account the drawdown of the Additional Facility in full, the Smurfit Kappa Group will be in compliance with the financial undertakings in Clause 22 (Financial Covenants) and is expected to be in compliance with such financial undertakings for the 12 months following the drawdown under the Additional Facility and (ii) the Final Maturity Date of the Additional Facility occurs on or later than the latest Final Maturity Date for the outstanding Facilities.

Additional Facilities. (a) Any person may, subject to the terms of this Agreement, become an Additional Facility a Lender by delivering to the Facility Agent an Additional Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by that person, , UPC Distribution Broadband and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. If, on the date the Additional Facility Accession Agreement becomes effective, it is a requirement under Dutch law that a Lender needs to be qualified as a Professional Market Party, such Lender must make the declaration and representation set out in paragraph 4 of the Additional Facility Accession Agreement. That person shall become an Additional Facility a Lender on the date specified in the Additional Facility Accession Agreement. (b) Upon the relevant person becoming an Additional Facility a Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Facility Accession Agreement as that Lender’s Additional Facility Lender’s Commitment. (c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or euros, US Dollars or an Additional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement. (d) The execution by UPC Distribution Broadband and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 21 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Facility Lender’s Commitment and shall be owed to each Finance Party including the relevant Additional Facility Lender.