Common use of Additional Obligor Clause in Contracts

Additional Obligor. (i) The Consenting Party agrees that, during the pendency of any notice and extended cure period set forth in Section 1(b) and prior to the substitution of a Substitute Owner (as defined below) with respect to the Assigned Agreement, the Collateral Agent may, with notice to the Consenting Party, and with the limited consent of the Consenting Party as set forth in this Section 1(c)(i), appoint a person, other than the Borrower, to assume and discharge the Borrower's rights and obligations under the Assigned Agreement jointly and severally with the Borrower (such person, an "Additional Obligor"); provided, however, that the Consenting Party may withhold consent to such person as an Additional Obligor on the basis solely of such person's (A) legal capacity, power and authorization, including, if necessary, its ability to obtain and maintain in force if necessary authorizations and consents; (B) financial ability, or in the event of any guarantee being offered in support, the financial ability of any guarantor to perform the Borrower's obligations under the Assigned Agreement, or (C) technical competence to perform the Borrower's obligations under the Assigned Agreement. Following the procurement of an Additional Obligor and until the discharge of such Additional Obligor by the Collateral Agent or assignment of its rights and obligations under the Assigned Agreement to a Substitute Owner (including during the period during which the Consenting Party is considering its consent to the appointment of such Additional Obligor), the Consenting Party will continue to perform its obligations under the Assigned Agreement in favor of such Additional Obligor. (ii) If the Consenting Party does not consent to an Additional Obligor (A) the Consenting Party will notify the Collateral Agent in writing of its decision to withhold consent to such Additional Obligor, setting forth its reasons, which shall be in accordance with Section 1(c)(i), (B) any such decision to withhold consent will be without prejudice to the Collateral Agent's rights to appoint another Additional Obligor with respect to the Assigned Agreement, and (C) any notice and extended cure period under Section 1(b) will be extended by the number of days equal to the number of days between the delivery of the notice by the Collateral Agent to the Consenting Party regarding the appointment of an Additional Obligor and the day upon which the Consenting Party gave notice to the Collateral Agent that it withheld its consent to such appointment. If the Consenting Party does not give notice to the Collateral Agent within five (5) days of delivery of the notice from the Collateral Agent to the Consenting Party of the appointment of the Additional Obligor, then it will be deemed to have consented to the Additional Obligor on the expiry of that five (5) day period. (iii) Upon the earlier to occur of the expiration of any notice and extended cure period under Section 1(b) or transfer or assignment by the Additional Obligor of its rights and obligations under the Assigned Agreement to a Substitute Owner, then such Additional Obligor shall, subject to Section 1(g), be released from all obligations and liabilities under or in connection with the Assigned Agreement.

Additional Obligor. (a) The Parent may request that the Italian Originator or any other of its Subsidiaries becomes an Additional Originator and an Additional Guarantor. The Italian Originator or any such Subsidiary becoming an Additional Originator shall become an Additional Guarantor. (b) Upon receipt of such request: (i) The Consenting Party agrees that, during the pendency of any notice and extended cure period set forth in Section 1(b) and prior if such request relates to the substitution accession of a Substitute Owner (as defined below) with respect the Italian Originator, subject to the Assigned Agreement, provisions of paragraphs (c) to (e) below and of Clause 3 (Conditions Precedent) the Collateral Agent may, with notice to Purchaser will accept the Consenting Party, and with the limited consent accession of the Consenting Party as set forth in this Section 1(c)(i), appoint a person, other than Italian Originator provided that such accession occurs at the Borrower, to assume and discharge the Borrower's rights and obligations under the Assigned Agreement jointly and severally with the Borrower (such person, an "Additional Obligor"); provided, however, that the Consenting Party may withhold consent to such person as an Additional Obligor latest on the basis solely of such person's (A) legal capacity, power and authorization, including, if necessary, its ability to obtain and maintain in force if necessary authorizations and consentsStart Longstop Date; (B) financial ability, or in the event of any guarantee being offered in support, the financial ability of any guarantor to perform the Borrower's obligations under the Assigned Agreement, or (C) technical competence to perform the Borrower's obligations under the Assigned Agreement. Following the procurement of an Additional Obligor and until the discharge of such Additional Obligor by the Collateral Agent or assignment of its rights and obligations under the Assigned Agreement to a Substitute Owner (including during the period during which the Consenting Party is considering its consent to the appointment of such Additional Obligor), the Consenting Party will continue to perform its obligations under the Assigned Agreement in favor of such Additional Obligor.and (ii) If in any other case, the Consenting Party does not consent Purchaser will consider such request in good faith but may in its absolute discretion accept or decline such accession. (c) The Parent shall procure that any person who wishes to become an Additional Obligor Originator and Additional Guarantor, must: (Ai) the Consenting Party will notify the Collateral Agent in writing of its decision to withhold consent to such Additional Obligor, setting forth its reasons, which shall be in accordance with Section 1(c)(i), (B) any such decision to withhold consent will be without prejudice execute and deliver to the Collateral Agent's rights to appoint another Purchaser an Obligor Accession Deed as Additional Obligor Originator and Additional Guarantor (duly executed by the Parent and by or on behalf of all other existing Obligors) and enter into with respect the Purchaser a receivables purchase agreement in a form satisfactory to the Assigned Agreement, and Purchaser acting reasonably; (Cii) any notice and extended cure period under Section 1(b) will be extended by the number of days equal deliver to the number of days between Purchaser such reports, opinions and documents (if any) as the delivery of Purchaser may reasonably require in order to comply with the notice by the Collateral Agent to the Consenting Party regarding the appointment of an Additional Obligor relevant internal approvals and the day upon which the Consenting Party gave notice to the Collateral Agent that it withheld its consent to such appointment. If the Consenting Party does not give notice to the Collateral Agent within five (5) days of delivery of the notice from the Collateral Agent to the Consenting Party of the appointment any necessary applicable law in respect of the Additional Obligor, then it will be deemed to have consented each in form and substance satisfactory to the Purchaser (acting reasonably) (provided that this paragraph (ii) shall not apply, subject to paragraph (b)(i) above, to the accession as Additional Obligor on Originator and Additional Guarantor of the expiry of that five (5) day period.Italian Originator); and (iii) Upon comply with the earlier other requirements of this Clause. (d) Delivery of such an Obligor Accession Deed, executed by the relevant Subsidiary and the Parent, to occur the Purchaser constitutes confirmation by that Subsidiary and the Obligors that the representations in respect of that Subsidiary set out in Clause 9 (Representations and Warranties) are then correct. (e) The Parent shall, and shall procure that each member of the expiration of any notice and extended cure period under Section 1(b) or transfer or assignment by the Additional Obligor of its rights and obligations under the Assigned Agreement to a Substitute Owner, then such Additional Obligor Group shall, subject promptly give the Purchaser all assistance and documents it reasonably requires in relation to Section 1(g), the guarantees and security to be released from granted pursuant to this Agreement including promptly answering all obligations reasonable questions and liabilities under or requisitions of the Purchaser and its advisors in connection with relation to the Assigned Agreementassets of the Group.