Common use of TO BE DELIVERED BY AN ADDITIONAL BORROWER Clause in Contracts

TO BE DELIVERED BY AN ADDITIONAL BORROWER. 1. A Borrower Accession Agreement, duly executed by the Additional Borrower and the Company; 2. A copy of the memorandum and articles of association and certificate of incorporation (or equivalent) of the Additional Borrower; 3. A copy of a resolution of the board of directors (or equivalent) of the Additional Borrower: (i) approving the terms of, and the transactions contemplated by, the Borrower Accession Agreement and resolving that it execute the Borrower Accession Agreement; (ii) authorising a specified person or persons to execute the Borrower Accession Agreement on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and endorse Bills and to sign and/or despatch all other documents and notices (including Requests) to be signed and/or despatched by it under or in connection with this Agreement; 4. A certificate from a director of the Additional Borrower that the borrowing by it of the Total Commitments in full would not cause any borrowing limit binding on it to be breached. 5. A copy of any other authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Borrower Accession Agreement or for the validity and enforceability of any Finance Document; 6. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above; 7. The latest audited accounts of the Additional Borrower (if any); 8. A legal opinion of ▇▇▇▇▇ & Overy, legal advisers to the Agent and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Borrower, addressed to the Finance Parties; and 9. A certificate of an Authorised Signatory of the Additional Borrower certifying that each copy document specified in Part III of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Borrower Accession Agreement.

TO BE DELIVERED BY AN ADDITIONAL BORROWER. 1. A Borrower Accession Agreement, Agreement duly executed by the Additional Borrower and the Company;Obligors' Agent. 2. A copy of the memorandum and articles of association and certificate of incorporation (or equivalent) constitutional documents of the Additional Borrower;Borrower (being, in relation to an Additional Borrower that is incorporated in France, the statuts of the Additional Borrower and a K-bis extract from the Trade and Companies Registry relating to the Additional Borrower dated no more than one month prior to the date of the Borrower Accession Agreement). 3. A If the Agent reasonably requests, a copy of a resolution resolutions of the board of directors (or equivalent) of the Additional Borrower: (i) Borrower approving the terms of, and the transactions contemplated byby the, Finance Documents and the execution by the Additional Borrower Accession Agreement and resolving that it execute of the Borrower Accession Agreement; (ii) authorising a specified person or persons to execute the Borrower Accession Agreement on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and endorse Bills and to sign and/or despatch all other documents and notices (including Requests) to be signed and/or despatched by it under or in connection with this Agreement;. 4. A certificate from a director Guarantee (caution solidaire), substantially in the form of Schedule 7 in respect of the obligations of the Additional Borrower duly executed by the Company. (a) either a certificate of an authorised signatory of the Company certifying that the borrowing by it constitutional documents (statuts) of the Total Commitments Company most recently delivered to the Agent under this Agreement remain in full would force and effect and have not cause any borrowing limit binding on it been amended or, if those constitutional documents have been amended, a copy of the constitutional documents (statuts) of the Company then in force and (b) a K-bis extract from the Trade and Companies Registry relating to be breachedthe Company dated no more than one month prior to the date of the Guarantee delivered under paragraph 4 above. 56. A copy of any other authorisation or other document, opinion or assurance which resolutions of the Agent reasonably considers to be necessary in connection with board of directors of the entry into and performance Company approving the terms of, and the transactions contemplated by, the Borrower Accession Agreement or for the validity and enforceability of any Finance Document; 6. A specimen of the signature of each person authorised by the resolution referred to in Guarantee delivered under paragraph 3 above; 7. The latest audited accounts of 4 above and the Additional Borrower (if any); 8. A legal opinion of ▇▇▇▇▇ & Overy, legal advisers to the Agent and, if applicable, other lawyers approved execution by the Agent in the place Company of incorporation of the Additional Borrower, addressed to the Finance Parties; and 9. A certificate of an Authorised Signatory of the Additional Borrower certifying that each copy document specified in Part III of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Borrower Accession AgreementGuarantee.