Common use of Acceding Borrowers Clause in Contracts

Acceding Borrowers. Subject to the prior or concurrent satisfaction of the conditions precedent set forth in this Section 6.3, any Subsidiary of Micro may become a party hereto and a Borrower and an Obligor hereunder subsequent to the Effective Date (each such Subsidiary of Micro, an “Acceding Borrower”), entitled to all the rights and subject to all the obligations incident thereto; provided that, if (x) any law, regulation or existing internal “know-your-customer” policy of any Lender would prohibit such Lender (a “Specified Lender”) from making Credit Extensions to any Acceding Borrower (or (y) committing or extending credit to such Acceding Borrower could reasonably be expected to result in any materially adverse regulatory or legal consequence for any Lender (any Lender described in clause (x) or (y), a “Specified Lender”, and any Acceding Borrower described in clause (x) or (y), a “Specified Acceding Borrower”), the other Lenders shall be required to provide Credit Extensions to such Specified Acceding Borrower through a carve-out sub-facility (an “Acceding Borrower Sub-Facility”) under this Agreement. The Administrative Agent shall give notice to all Lenders of the creation of an Acceding Borrower Sub-Facility. Credit Extensions under the Acceding Borrower Sub-Facility shall be on identical terms and conditions as all other Credit Extensions under this Agreement except that (i) such Specified Lender shall not be a Lender thereunder, (ii) such Specified Acceding Borrower shall be the sole Borrower thereunder and (iii) the Available Credit Commitments of each Lender (other than each Specified Lender) shall be reduced on a dollar for dollar basis by the aggregate amount of the Revolving Credit Exposure of such Lender under such Acceding Borrower Sub-Facility; provided that upon the occurrence of any Event of Default, the Administrative Agent shall re-allocate the outstanding Credit Extensions of all Lenders to ensure that each Lender holds its Percentage of the aggregate Credit Extensions (“Acceding Borrower Sub-Facility Reallocation”). Upon the creation of any Acceding Borrower Sub-Facility, the Administrative Agent and Micro shall enter into any amendments to this Agreement that the Administrative Agent and Micro believe are necessary or appropriate to effectuate such Acceding Borrower Sub-Facility and Acceding Borrower Sub-Facility Reallocation. For the avoidance of doubt, it is acknowledged that each Specified Acceding Borrower shall be an Acceding Borrower for purposes of the Micro Guaranty.

Acceding Borrowers. (a) Subject to paragraph (b) below, Bidco may, upon not less than 5 Business Days prior written notice to the prior or concurrent satisfaction Facility Agent, request that any member of the conditions precedent set forth in this Section 6.3, any Group which is a directly or indirectly wholly-owned Subsidiary of Micro may become a party hereto and a Borrower and Bidco becomes an Obligor hereunder subsequent to the Effective Date (each such Subsidiary of Micro, an “Acceding Borrower”), entitled to all the rights and subject to all the obligations incident thereto; provided that, if (x) any law, regulation or existing internal “know-your-customer” policy of any Lender would prohibit such Lender (a “Specified Lender”) from making Credit Extensions to any Acceding Borrower (or (y) committing or extending credit to such Acceding Borrower could reasonably be expected to result in any materially adverse regulatory or legal consequence for any Lender (any Lender described in clause (x) or (y), a “Specified Lender”, and any Acceding Borrower described in clause (x) or (y), a “Specified Acceding Borrower”), the other Lenders shall be required to provide Credit Extensions to such Specified Acceding Borrower through a carve-out sub-facility (an “Acceding Borrower Sub-Facility”) under this Agreement. The Administrative Agent shall give notice to all Lenders . (b) Such member of the creation of Group may become an Acceding Borrower Sub-Facility. Credit Extensions under the Acceding Borrower Sub-to a Facility shall be on identical terms and conditions as all other Credit Extensions under this Agreement except that if: (i) such Specified Lender shall not be it is a Lender thereunder, US Borrower or it is incorporated in the same jurisdiction as an existing Borrower (other than the US Borrower) for that Facility or the Instructing Group has approved the addition of that member of the Group as an Acceding Borrower; (ii) such Specified member of the Group and Bidco delivers to the Facility Agent a duly completed and executed Accession Notice pursuant to which such member of the Group agrees to become a party to this Agreement as an Acceding Borrower shall be and (subject to any provision of law prohibiting the sole Borrower thereunder and same) an Acceding Guarantor; (iii) the Available Credit Commitments of each Lender (other than each Specified Lender) shall be reduced on a dollar for dollar basis by in the aggregate amount case of an accession of the Revolving Credit Exposure US Borrower), Bidco confirms that no Event of such Lender under such Default is continuing or would occur as a result of that member of the Group becoming an Acceding Borrower Sub-Facilityand (if applicable) an Acceding Guarantor; provided that upon and (iv) the occurrence of any Event of Default, the Administrative Facility Agent shall re-allocate the outstanding Credit Extensions of has received all Lenders to ensure that each Lender holds its Percentage of the aggregate Credit Extensions documents and other evidence listed in Schedule 8 (“Acceding Accession Documents) in relation to that member of the Group, each in form and substance satisfactory to the Facility Agent, acting reasonably; and (v) in the case of the proposed US Borrower, any person which holds ownership interests in the US Borrower Sub-Facility Reallocation”). Upon (to the creation of any Acceding Borrower Sub-Facility, the Administrative Agent and Micro shall enter into any amendments extent not already a Guarantor) accedes to this Agreement as an Acceding Guarantor in accordance with Clause 22.2 (Acceding Guarantors) on or prior to the accession of the US Borrower as an Acceding Borrower. (c) The Facility Agent shall notify Bidco and the Lenders promptly upon being satisfied that the Administrative Agent and Micro believe are necessary or appropriate to effectuate such Acceding Borrower Sub-Facility and Acceding Borrower Sub-Facility Reallocation. For the avoidance of doubt, it is acknowledged that each Specified Acceding Borrower shall be an Acceding Borrower for purposes of the Micro Guarantyconditions specified in paragraph (b) above have been satisfied.

Acceding Borrowers. (a) Subject to paragraph (b) below, the Parent may, upon not less than 5 Business Days prior written notice (or concurrent satisfaction 1 Business Day’s prior written notice in relation to the proposed US Borrower and the Dutch Newco) to the Facility Agent, request that any Permitted Affiliate Parent or any member of the conditions precedent set forth in this Section 6.3, any Bank Group which is a directly or indirectly wholly-owned Subsidiary of Micro may become (i) Torenspits II B.V. or (ii) any Permitted Affiliate Parent that is a party hereto and a Borrower and an Obligor hereunder subsequent to the Effective Date (each such wholly-owned Subsidiary of Micro, any Permitted Affiliate Holdco becomes an “Acceding Borrower”), entitled to all the rights and subject to all the obligations incident thereto; provided that, if (x) any law, regulation or existing internal “know-your-customer” policy of any Lender would prohibit such Lender (a “Specified Lender”) from making Credit Extensions to any Acceding Borrower (or (y) committing or extending credit to such Acceding Borrower could reasonably be expected to result in any materially adverse regulatory or legal consequence for any Lender (any Lender described in clause (x) or (y), a “Specified Lender”, and any Acceding Borrower described in clause (x) or (y), a “Specified Acceding Borrower”), the other Lenders shall be required to provide Credit Extensions to such Specified Acceding Borrower through a carve-out sub-facility (an “Acceding Borrower Sub-Facility”) under this Agreement. The Administrative Agent shall give notice to all Lenders . (b) Such member of the creation of Bank Group or any Permitted Affiliate Parent may become an Acceding Borrower Sub-Facility. Credit Extensions under the Acceding Borrower Sub-to a Facility shall be on identical terms and conditions as all other Credit Extensions under this Agreement except that if: (i) such Specified Lender shall not be a Lender thereunder, it is the proposed US Borrower or it is incorporated in the same jurisdiction as an existing Borrower (other than the US Borrower) for that Facility or the Instructing Group has approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Acceding Borrower; (ii) such Specified member of the Bank Group or the Permitted Affiliate Parent, as applicable, and the Parent deliver to the Facility Agent a duly completed and executed Accession Notice pursuant to which such member of the Bank Group or the Permitted Affiliate Parent, as applicable, agrees to become a party to this Agreement as an Acceding Borrower shall be and (subject to any provision of law prohibiting the sole Borrower thereunder and same) an Acceding Guarantor; (iii) the Available Credit Commitments of each Lender (other than in the case of an accession of the US Borrower) the Parent confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Acceding Borrower and (if applicable) an Acceding Guarantor; (iv) the Facility Agent has received all of the documents and other evidence listed in Schedule 8 (Accession Documents) in relation to that member of the Bank Group or any Permitted Affiliate Parent, each Specified Lenderin form and substance satisfactory to the Facility Agent, acting reasonably; (v) in the case of the proposed US Borrower, any person which holds ownership interests in the US Borrower (to the extent not already a Guarantor) accedes to this Agreement as an Acceding Guarantor in accordance with Clause 27.3 (Acceding Guarantors) on or prior to the accession of the US Borrower as an Acceding Borrower, it being understood that the requirements of: (vi) subparagraph (iv) above shall be satisfied in respect of the proposed US Borrower, if the Facility Agent receives: (A) a duly completed certificate of a duly authorised officer of the US Borrower substantially in the form of Schedule 3Part 2: (Form of Officer’s Certificate) of Schedule 3 (Conditions Precedent); (B) a certificate of good standing from the applicable Secretary of State or other government official of the jurisdiction of the organisation or formation of the US Borrower; (C) an English law legal opinion from the legal advisers to the Facility Agent in respect of the accession of the proposed US Borrower as a Borrower and which is acceptable to the Facility Agent; and (D) a Delaware law legal opinion in respect of the accession of the proposed US Borrower as a Borrower and which is acceptable to the Facility Agent; and (vii) subparagraph 27.3(b)(iii) of Clause 27.3 (Acceding Guarantors) shall be reduced on a dollar for dollar basis by the aggregate amount satisfied in respect of the Revolving Credit Exposure Dutch Newco, if the Facility Agent receives: (A) a duly completed certificate of such Lender under such Acceding a duly authorised officer of the US Borrower Sub-Facilitysubstantially in the form of Schedule 3Part 2: (Form of Officer’s Certificate) of Schedule 3 (Conditions Precedent); (B) an English law legal opinion from the legal advisers to the Facility Agent in respect of the accession of Dutch Newco as a Guarantor and which is acceptable to the Facility Agent; provided and (C) a Dutch law legal opinion in respect of the accession of Dutch Newco as a Guarantor and which is acceptable to the Facility Agent. (c) The Facility Agent shall notify the Parent and the Lenders promptly upon being satisfied that upon the occurrence conditions specified in paragraph (b) above (and, in the case of any Event Permitted Affiliate Parent, paragraph 27.1(a) of Default, the Administrative Agent shall re-allocate the outstanding Credit Extensions of all Lenders to ensure that each Lender holds its Percentage of the aggregate Credit Extensions Clause 27.1 (“Acceding Borrower Sub-Facility Reallocation”Permitted Affiliate Group Designation). Upon the creation of any Acceding Borrower Sub-Facility, the Administrative Agent and Micro shall enter into any amendments to this Agreement that the Administrative Agent and Micro believe are necessary or appropriate to effectuate such Acceding Borrower Sub-Facility and Acceding Borrower Sub-Facility Reallocation. For the avoidance of doubt, it is acknowledged that each Specified Acceding Borrower shall be an Acceding Borrower for purposes of the Micro Guaranty) have been satisfied.

Acceding Borrowers. Subject to the prior or concurrent satisfaction of the conditions precedent set forth in this Section 6.3, any Subsidiary of Micro may become a party hereto and a Borrower and an Obligor hereunder subsequent to the Effective Date (each such Subsidiary of Micro, an “Acceding Borrower”), entitled to all the rights and subject to all the obligations incident thereto; provided that, if (x) any law, regulation or existing internal “know-your-customer” policy of any Lender would prohibit such Lender (a “Specified Lender”) from making Credit Extensions to any Acceding Borrower (or (y) committing or extending credit to such Acceding Borrower could reasonably be expected to result in any materially adverse regulatory or legal consequence for any Lender (any Lender described in clause (x) or (y), a “Specified Lender”, and any Acceding Borrower described in clause (x) or (y), a “Specified Acceding Borrower”), the other Lenders shall be required to provide Credit Extensions to such Specified Acceding Borrower through a carve-out sub-facility (an “Acceding Borrower Sub-Facility”) under this Agreement. The Administrative Agent shall give notice to all Lenders of the creation of an Acceding Borrower Sub-Facility. Credit Extensions under the Acceding Borrower Sub-Facility shall be on identical terms and conditions as all other Credit Extensions under this Agreement except that (i) such Specified Lender shall not be a Lender thereunder, (ii) such Specified Acceding Borrower shall be the sole Borrower thereunder and (iii) the Available Credit Commitments of each Lender (other than each Specified Lender) shall be reduced on a dollar for dollar basis by the aggregate amount of the Revolving Credit Exposure of such Lender under such Acceding Borrower Sub-Facility; provided that upon the occurrence of any Event of Default, the Administrative Agent shall re-allocate the outstanding Credit Extensions of all Lenders to ensure that each Lender holds its Percentage of the aggregate Credit Extensions (“Acceding Borrower Sub-Facility Reallocation”). Upon the creation of any Acceding Borrower Sub-Facility, the Administrative Agent and Micro shall enter into any amendments to this Agreement that the Administrative Agent and Micro believe are necessary or appropriate to effectuate such Acceding Borrower Sub-Facility and Acceding Borrower Sub-Facility Reallocation. For the avoidance of doubt, it is acknowledged that each Specified Acceding Borrower shall be an Acceding Borrower for purposes of the Micro Guaranty.

Acceding Borrowers. Subject to the prior or concurrent satisfaction of the conditions precedent set forth in this Section 6.3, any Subsidiary of Micro may become a party hereto and a Borrower and an Obligor hereunder subsequent to the Effective Date (each such Subsidiary of Micro, an “Acceding Borrower”), entitled to all the rights and subject to all the obligations incident thereto.; provided that, if (x) any law, regulation or existing internal “know-your-customer” policy of any Lender would prohibit such Lender (a “Specified Lender”) from making Credit Extensions to any Acceding Borrower (or (y) committing or extending credit to such Acceding Borrower could reasonably be expected to result in any materially adverse regulatory or legal consequence for any Lender (any Lender described in clause (x) or (y), a “Specified Lender”, and any Acceding Borrower described in clause (x) or (y), a “Specified Acceding Borrower”), the other Lenders shall be required to provide Credit Extensions to such Specified Acceding Borrower through a carve-out sub-facility (an “Acceding Borrower Sub-Facility”) under this Agreement. The Administrative Agent shall give notice to all Lenders of the creation of an Acceding Borrower Sub-Facility. Credit Extensions under the Acceding Borrower Sub-Facility shall be on identical terms and conditions as all other Credit Extensions under this Agreement except that (i) such Specified Lender shall not be a Lender thereunder, (ii) such Specified Acceding Borrower shall be the sole Borrower thereunder and (iii) the Available Credit Commitments of each Lender (other than each Specified Lender) shall be reduced on a dollar for dollar basis by the aggregate amount of the Revolving Credit Exposure of such Lender under such Acceding Borrower Sub-Facility; provided that upon the occurrence of any Event of Default, the Administrative Agent shall re-allocate the outstanding Credit Extensions of all Lenders to ensure that each Lender holds its Percentage of the aggregate Credit Extensions (“Acceding Borrower Sub-Facility Reallocation”). Upon the creation of any Acceding Borrower Sub-Facility, the Administrative Agent and Micro shall enter into any amendments to this Agreement that the Administrative Agent and Micro believe are necessary or appropriate to effectuate such Acceding Borrower Sub-Facility and Acceding Borrower Sub-Facility Reallocation. For the avoidance of doubt, it is acknowledged that each Specified Acceding Borrower shall be an Acceding Borrower for purposes of the Micro Guaranty.