Common use of Acceding Lender Clause in Contracts

Acceding Lender. (a) The Company may, for the purposes of and subject to the terms of Clause 2.2 (Accordion feature — Increase of Facility B), request that a bank or financial institution or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets becomes a party to this Agreement as a Lender (an “Acceding Lender”), provided that: (i) such Acceding Lender is acceptable to the Agent acting reasonably and the Company; (ii) the Commitment assumed by such Acceding Lender shall be additional to, and not in replacement of, the Total Commitments as at the time immediately prior to such Acceding Lender becoming a party to this Agreement; and (iii) the Total Commitments (including, for the avoidance of doubt, any additional Commitment provided by an existing Lender in accordance with Clause 25.10 (Accordion Increase) above) shall not exceed, in aggregate, €175,000,000 more than the Total Commitments as at the date of this Agreement. (b) Subject to paragraph (a) above, each of the Parties hereby agree that an Acceding Lender shall become a party to this Agreement as a “Lender” upon the execution and delivery by such Acceding Lender to the Agent of an Accordion Lender Accession Agreement and upon the countersignature by the Agent of each such document. Each Party (other than the Agent) hereby irrevocably authorises the Agent to execute an Accordion Lender Accession Agreement for this purpose. (c) The Agent shall, subject to paragraph (d) below, within three Business Days after receipt by it of a duly completed Accordion Lender Accession Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Accordion Lender Accession Agreement. (d) The Agent shall only be obliged to execute an Accordion Lender Accession Agreement delivered to it by an Acceding Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such Acceding Lender. (e) On the date that the Agent executes an Accordion Lender Accession Agreement: (i) the Agent, the Arrangers, the Acceding Lender party to that Accordion Increase Certificate, the other Lenders and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Acceding Lender been an Original Lender with the Commitment specified by it in that Accordion Lender Accession Agreement; and (ii) that Acceding Lender shall become a Party as a “Lender”.