Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably). (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 18.7 (“Know your customer” checksrequirements), the Company Parent may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary, or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company Parent and that Subsidiary deliver to the Agent a duly completed and executed Accession DeedAgreement; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a an Additional Borrower; (iv) the Company Parent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions PrecedentPrecedent Documents) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (b) The Facility Agent shall notify the Company Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions PrecedentPrecedent Documents). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. Other investment companies (a) Subject or series of investment companies), in addition to compliance those Borrowers which are original signatories to this Agreement, may, with the provisions written approval of paragraphs all the Banks, become parties to this Agreement and be deemed Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit H hereto (c) and (d) of Clause 23.9 (“Know your customer” checkswith such changes therein as may be approved by the Banks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary which instrument shall become a Borrower if: (i) have attached to it is incorporated in Switzerland or in a copy of this Agreement (as the same jurisdiction as an existing Borrower or otherwise if all may have been amended) with a revised Allocation Notice reflecting the Lenders approve the addition participation of that Subsidiary; such additional investment company and (ii) be accompanied by the Company documents and that Subsidiary deliver instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Agent Administrative Agent; provided, however, that no such additional Borrower shall be added unless all the Banks consent. No investment company (or series of an investment company) shall be admitted as a duly completed party to this Agreement as a Borrower unless at the time of such admission and executed Accession Deed; after giving effect thereto: (i) the representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Borrower; (ii) such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto; and (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result Event of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents Default with respect to such Borrower shall have occurred and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)be continuing. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (ca) and (db) of Clause 23.9 20.7 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Such Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and; (iv) no Tax Deduction will be required to be made in respect of any payment to any Lender by an Additional Borrower nor will any Lender suffer any loss, liability or cost for or on account of Tax for which it would be indemnified pursuant to Clause 13.3 (Tax indemnity) in connection with such Additional Borrower; (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions PrecedentPrecedent Required to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent Agent; and (acting reasonably)vi) the Additional Borrower shall accede to the Intercreditor Agreement. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions PrecedentPrecedent Required to be delivered by an Additional Obligor). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (aA) Subject to compliance with the provisions of paragraphs (cC) and (dD) of Clause 23.9 clause 24.12 (“"Know your customer” checks" and "customer due diligence" requirements), the Company Original Borrower may request that any subsidiary of its wholly owned Subsidiaries KEL becomes an Additional Borrower. That Subsidiary subsidiary shall become a an Additional Borrower if: (i) it the Majority Lenders (or, if that Additional Borrower is incorporated in Switzerland or a jurisdiction in the same jurisdiction as an existing which no other Borrower or otherwise if is incorporated, all the Lenders Lenders) approve the addition of that Subsidiarysubsidiary; (ii) the Company and that Subsidiary deliver Additional Borrower is, or simultaneously becomes, a Guarantor; (iii) the Original Borrower delivers to the Facility Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a BorrowerLetter; (iv) the Company Original Borrower confirms that no Default is continuing or would occur as a result of that Subsidiary subsidiary becoming an Additional Borrower; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (bB) The Facility Agent shall notify the Company Original Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent). (cC) Upon becoming In the event that an Additional Borrower becomes a party to this Agreement: (i) the Original Borrower, on behalf of all Obligors; and (ii) the Facility Agent on behalf of all Finance Parties, are hereby authorised to effect all amendments required to be made to the Finance Documents to which they are party to reflect the fact that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsAdditional Borrower has become a party to the Agreement.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c), (d) and (de) of Clause 23.9 20.9 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries or any partnership, each member of which is a wholly owned Subsidiary in the Restricted Group of the Company, becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that SubsidiarySubsidiary (such approval not to be unreasonably withheld or delayed); (ii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter and a duly completed and executed Accession Deed under and as defined in the Subordination Agreement; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and; (viv) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent Agent; and (acting reasonablyv) that Subsidiary is or becomes at the same time an Additional Guarantor in accordance with Clause 25.4 (Additional Guarantors). (b) No consent shall be required under paragraph (a)(i) above if the relevant Subsidiary is incorporated (or, in the case of a partnership, is formed or registered) in the United Kingdom or in the United States of America. (c) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the The Company may request that any of its wholly owned Subsidiaries (including Target and its Subsidiaries upon their becoming a member of the Group) becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Majority Lenders approve the addition of that SubsidiarySubsidiary and agree with the Company upon a borrowing limit in respect of such Subsidiary unless it is Target; (ii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and; (viv) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 III of Schedule 2 (Conditions Precedentprecedent required to be delivered by an Additional Borrower) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent Agent; and (acting reasonably)v) the Company has issued a Guarantee in relation to the obligations of that Additional Borrower under this Agreement. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 III of Schedule 2 (Conditions Precedentprecedent required to be delivered by an Additional Borrower). (c) Upon becoming an No more than 7 Subsidiaries shall at any time be party to this Agreement as Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsBorrowers.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 23.7 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it that Subsidiary is incorporated in Switzerland or in the same jurisdiction as an another approved or existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary;Borrower; or (ii) the Company and Majority Lenders consent to that Subsidiary deliver becoming a Borrower (such consent not to be unreasonably withheld) provided that no Lender shall be required to make any Loan to a Borrower if the making of such Loan is prohibited by law or regulation applicable to the relevant Lender; and (iii) the Company delivers to the Facility Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a BorrowerLetter; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions PrecedentPrecedent Required to be Delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent (acting reasonably). (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has having received (in form and substance satisfactory to itit (acting reasonably)) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions PrecedentPrecedent Required to be Delivered by an Additional Obligor). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with At any time and from time-to-time after the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks)Closing Date, the Company Borrower may request that any of its wholly owned Subsidiaries become a borrower under this Agreement (each Subsidiary which becomes a borrower pursuant to the terms of this Section 11.19, an “Additional Borrower”). That Such Subsidiary shall become a an Additional Borrower if:with effect on and from the date on which the Administrative Agent notifies the Borrower that each of the following has been satisfied (which date shall be within ten (10) Business Days after each Lender has received the documents referred to in Section 11.19(e): (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (iia) the Company and that Subsidiary deliver to the Administrative Agent receives a duly completed and executed Accession DeedJoinder Agreement, substantially in the form of Exhibit U; (iiib) the Subsidiary is (or becomes) a Guarantor prior to becoming a each Lender has approved of such Additional Borrower; (ivc) the Company Borrower confirms that no Default or Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower and each of the representations and warranties relating to the Additional Borrower and the Loan Parties (other than the representations and warranties set forth in Sections 5.1, 5.4, 5.6, 5.7, 5.17 and 5.20) is true and not misleading in any material respect (except that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) as if made on date of accession of Additional Borrower; and; (vd) the Subsidiary is incorporated, organized or formed in the United States of America or another jurisdiction approved by the Supermajority Lenders; (e) the Administrative Agent has received all of the documents and other evidence listed referred to in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions PrecedentSection 6.1(b) and Sections 6.1(d) through 6.1(g) in relation to that Additional Borrower together with a legal opinion in respect of the Additional Borrower from a law firm qualified to issue legal opinions with respect to the jurisdiction of incorporation, organization or formation, each in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received the results of a recent search by a Person reasonably satisfactory to the Administrative Agent, of the Uniform Commercial Code (if relevant), judgment and tax Lien filings, and all customary searches for financing transactions of this nature in all applicable jurisdictions, which may have been filed with respect to personal property of such Additional Borrower, and the results of such search shall be reasonably satisfactory to the Administrative Agent; (g) the Co-Collateral Agents and each Lender shall have received copies of a collateral and risk management review (the “Additional Borrower Collateral Risk Review”), in form and substance satisfactory to the Agent Co-Collateral Agents, of all of the assets of such Additional Borrower that would comprise each asset category set forth in the definition of “Borrowing Base”, prepared by Co-Collateral Agents’ internal or external collateral and risk manager; provided, however, that (acting reasonably).i) the Additional Borrower Collateral Risk Review shall be completed (or in the event it is not completed, be deemed completed) by a date no later than the date twenty-one (21) calendar days following the Borrower’s request that a Subsidiary become an Additional Borrower, which such request may not be made more than sixty (60) calendar days prior to the date such Subsidiary shall become an Additional Borrower and (ii) prior to the completion of the Additional Borrower Collateral Risk Review, the Co-Collateral Agents may, in their sole discretion, count the assets of such Additional Borrower in the calculation of the Borrowing Base; (bh) The the Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that it has have received (evidence in form and substance reasonably satisfactory to itit that all of the requirements of Section 7.5 hereof and Section 5(q) of the Security Agreement shall have been satisfied with respect to such Additional Borrower; (i) each Lender shall have received all of the documents referred to in Section 6.1(y) with respect to that Additional Borrower and other evidence listed has confirmed to the Administrative Agent that such documents are in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent).form and substance reasonably satisfactory to such Lender; (cj) Upon becoming an such Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph becomes a Grantor; and (k) such Additional Borrower appoints the Borrower to act on its behalf as the agent for such Additional Borrower hereunder and under the other Loan Documents and authorizes the Borrower to take such actions on its behalf and to exercise such powers as are delegated to the Borrower by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, and the Borrower accepts such appointment (which appointment shall not be terminated or revoked without the consent of Clause 16.2 (Tax gross-up) the Administrative Agent and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) the Required Lenders). The Agents, the Borrower and any Additional Borrowers shall be permitted to amend this Agreement and the other Loan Documents solely as necessary or advisable to permit the Additional Borrower to borrow hereunder and as otherwise required or advisable in accordance with those paragraphsconnection therewith.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and paragraph (d) of Clause 23.9 19.8 (“"Know your customer” " checks), the Company may may, by not less than 10 Business Days' prior written notice to the Agent, request that any of its wholly owned Subsidiaries becomes an Additional BorrowerBorrower (Vertragsbeitritt). That Subsidiary shall become a an Additional Borrower if: (i) it is a Subsidiary incorporated in Switzerland a jurisdiction of a Borrower; (ii) it is a Subsidiary incorporated in an Approved Jurisdiction and the Majority Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); or (iii) it is a Subsidiary incorporated in the same any other jurisdiction as an existing Borrower or otherwise if and all the Lenders approve the addition of that Subsidiary;Subsidiary (such approval not to be unreasonably withheld or delayed); and in each case (iiA) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (ivB) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (vC) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (cClause 18.2(g) and (d) of Clause 23.9 (“Know your customer” checks) and Clause 18.4(h) (Senior Bonds Issue), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it the Additional Borrower is a Subsidiary of the Company but is not incorporated in Switzerland or in the same jurisdiction as an existing Original Borrower or otherwise if of the Facility and all the Lenders approve have approved the addition of that Subsidiary;; or (ii) the Additional Borrower is a Subsidiary of the Company and is incorporated in the same jurisdiction as an existing Original Borrower and the Majority Lenders have approved the addition of that Subsidiary; and (iii) the Company and that relevant Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iii) Document designating the relevant Subsidiary is (or becomes) a Guarantor prior to becoming a as an Additional Borrower;; and (iv) the Company confirms to the Agent that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 4 (Further Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed referred to in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (ka)(v) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsabove.

Additional Borrowers. (a) 23.1 Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 18.10 (“Know your customer” checks), the Company Agent may request that any member of its wholly owned Subsidiaries the Group or a Material Company becomes an Additional a Borrower. That Subsidiary member of the Group or Material Company (as the case may be) shall become a Borrower if: (iA) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all Majority Lenders and the Lenders Agent approve the addition of that Subsidiarymember of the Group or that Material Company as a Borrower; (iiB) the Company Obligors’ Agent and that Subsidiary deliver member of the Group or Material Company (as the case may be) delivers to the Agent a duly completed and executed Accession Deed; (iiiC) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company Obligors’ Agent confirms that no Default is continuing or would occur as a result of that Subsidiary Material Company or that member of the Group becoming an Additional Borrower; and (vD) the Agent has received all of the such Security and other documents and other evidence listed as it may reasonably request (in form and substance similar to the items provided by the Obligors pursuant to Part 2 and, II and if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrowerprecedent)), each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) 23.2 The Agent shall notify the Company Obligors’ Agent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, II and if applicable, Part 3 of Schedule 2 (Conditions Precedentprecedent) 23.3 Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph 23.2 above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs paragraph (c) and (d) of Clause 23.9 19.8 (“Know your customer” checks), the Company may may, by not less than 10 Business Days’ prior written notice to the Agent, request that any of its wholly owned Subsidiaries becomes an Additional BorrowerBorrower (Vertragsbeitritt). That Subsidiary shall become a an Additional Borrower if: (i) it is a Subsidiary incorporated in Switzerland an Approved Jurisdiction and the Majority Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); or (ii) it is a Subsidiary incorporated in the same any other jurisdiction as an existing Borrower or otherwise if and all the Lenders approve the addition of that Subsidiary;Subsidiary (such approval not to be unreasonably withheld or delayed); and in each case (iiA) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (ivB) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (vC) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs paragraph (c) and (d) of Clause 23.9 19.8 (“"Know your customer” " checks), the Company may may, by not less than 10 Business Days' prior written notice to the Agent, request that any of its wholly owned Subsidiaries becomes an Additional BorrowerBorrower (Vertragsbeitritt). That Subsidiary shall become a an Additional Borrower if: (i) It is a Subsidiary incorporated in a jurisdiction of a Borrower; (ii) it is a Subsidiary incorporated in Switzerland an Approved Jurisdiction and the Majority Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); or (iii) it is a Subsidiary incorporated in the same any other jurisdiction as an existing Borrower or otherwise if and all the Lenders approve the addition of that Subsidiary;Subsidiary (such approval not to be unreasonably withheld or delayed); and in each case (iiA) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (ivB) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (vC) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 19.7 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary, with the exception of Xxxxx Farmaceutica B.V. and Xxxxx Pharma for which such approval is hereby given; (ii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (viv) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent). (c) Upon becoming For the purposes of enforcing this Agreement vis-à-vis any Spanish Obligor and determining the liquidity clause (cláusula de liquidez) derived from the Agreement, the Parties expressly agree to notarise by means of póliza the Accession Letter relating to such Spanish Obligor (attaching an Additional Borrower that Subsidiary shall make original copy of this Agreement signed by all Parties to it as of Signing Date) before a Spanish notary public on the date of accession to the Agreement by any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsSpanish Obligor.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 20.7 (“Know your customerCustomer” checks), the Company ABB may request by written notice that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it that Subsidiary is incorporated in Switzerland an Agreed Jurisdiction or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver ABB delivers to the Facility Agent a duly completed and executed Borrower Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company ABB confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (viv) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance reasonably satisfactory to the Agent (acting reasonably)Facility Agent. (b) The Facility Agent shall notify the Company ABB and the Lenders promptly upon being satisfied that it has received receiving (in form and substance reasonably satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Delivery of a Borrower Accession Letter constitutes confirmation by the relevant Subsidiary that Subsidiary shall make any filings the representations and warranties in Clause 19.5 (Validity and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-upadmissibility in evidence) and paragraph the representations and warranties deemed to be repeated pursuant to Clause 19.15 (bRepetition) are true and correct in relation to it as at the date of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsdelivery as if made by reference to the facts and circumstances then existing.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (cb) and (dc) of Clause 23.9 21.6 (“Know your customerclient” checks), the Company may request that any of its wholly owned Subsidiaries which is not a dormant Subsidiary becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it either: (A) (if at the time the Company is incorporated in Switzerland or in a Guarantor hereunder) the same jurisdiction as an existing Borrower or otherwise Majority Lenders approve the addition of that Subsidiary; or (B) (if all at the time the Company is not a Guarantor hereunder) the Lenders approve the addition of that Subsidiary;: (ii) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (viv) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent required to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent required to be delivered by an Additional Obligor). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) 24.2.1 Subject to compliance with the provisions of paragraphs (c) Clauses 19.7.3 and (d) of Clause 23.9 19.7.4 (“Know your customer” checks), the Company Borrowers may request that any member of its wholly owned Subsidiaries the Group becomes an Additional a Borrower. That Subsidiary . 24.2.2 A member of the Group shall become a Borrower if: (ia) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiarymember of the Group; (iib) each Borrower, the Company Guarantor and that Subsidiary member of the Group deliver to the Agent a duly completed and executed Accession Deed; (iiic) each Borrower and the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary member of the Group becoming an Additional Borrower; (d) that member of the Group is or, upon drawdown of the relevant Drawing, will be the owner of an Additional Vessel and the Borrowers’ request for that member of the Group to become a Borrower is accompanied with an Increase Request; and (ve) the Agent has received all of the documents and other evidence listed in Part III of ‎Schedule 2 (Conditions precedent in respect of an Increase Request) and, if applicable, Part 3 IV of Schedule 2 (Conditions Precedentsubsequent in respect of an Increase Request) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) 24.2.3 The Agent shall notify the Company Borrowers and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part I and Part III of ‎Schedule 2 (Conditions Precedent) and, if applicable, Part 3 II and Part IV of Schedule 2 (Conditions Precedent)Subsequent) in relation to the relevant Additional Borrowers. 24.2.4 Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in Clause 24.2.3, the Lenders authorise (cbut do not require) Upon becoming an Additional Borrower the Agent to give that Subsidiary notification. The Agent shall make not be liable for any filings (and provide copies damages, costs or losses whatsoever as a result of giving any such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsnotification.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs paragraph (c) and (d) of Clause 23.9 25.9 (“Know your customer” checks), the Company Parent may request that any of its wholly owned Subsidiaries or any Excluded Entity becomes an Additional a Borrower. That Subsidiary or Excluded Entity shall become a Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower under this Agreement (excluding the Borrowers under the Ancillary Facility) or in the United States or any State thereof (including the District of Columbia), or otherwise if all the Lenders approve the addition accession of that SubsidiarySubsidiary as a Borrower; (ii) the Company Parent and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to or contemporaneously with becoming a Borrower; (iv) the Company Parent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent required to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably). (b) The Agent shall notify the Company Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to itit acting reasonably) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedent). (c) Upon becoming precedent required to be delivered by an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmationObligor) in accordance with those paragraphsrelation to the relevant Additional Borrower.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 22.8 (“"Know your customer” " checks), (i) the Company may request that the Parent Newco, or (ii) the Parent may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary company shall become a an Additional Borrower if: (i) it that company is incorporated in Switzerland England and Wales, the United States of America or in (after the same jurisdiction as an existing Borrower Completion Date) Bermuda or otherwise if a Participating Member State or all the Lenders approve the addition of that Subsidiarycompany (provided that if such company is incorporated in a jurisdiction other than England and Wales or in a Participating Member State other than Luxembourg at the same time as its accession any change to Clause 15 (Tax Gross-up and Indemnities) reasonably requested by the Agent as a consequence of such an entity becoming a Borrower is made); (ii) the Parent or the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary company is (or becomes) a Guarantor prior to or concurrently with becoming a Borrower; (iv) the Parent or the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 IB of Schedule 2 3 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably). (b) The Agent shall notify the Company Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to itit (acting reasonably)) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 IB of Schedule 2 3 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmationprecedent) in accordance with those paragraphsrelation to any company.

Additional Borrowers. Upon the creation of any Subsidiary permitted by this Agreement (other than a Subsidiary permitted pursuant to Section 10.4(j); provided, that RMC Insurance, Ltd. shall not be excluded from the requirements of this Section 8.11), cause to be executed and delivered to the Agent within ten (10) Business Days after the creation of such Subsidiary, (a) Subject the joinder agreement attached as Exhibit K hereto executed by such new Subsidiary, (b) the supplement substantially in the form attached as Annex II to compliance with the provisions of paragraphs Security Agreement executed by such new Subsidiary, (c) and the supplement substantially in the form attached as Exhibit A to the Pledge Agreement executed by the applicable Credit Party, (d) the closing documents and certificates required of Clause 23.9 each of the Credit Parties pursuant to Section 5.2(b) and (“Know your customer” checks)c) hereof with respect to such new Subsidiary; provided, that upon the written request of the Borrowers, the Company Majority Lenders, in their sole discretion, may request waive the requirement that any an opinion of its wholly owned Subsidiaries becomes an Additional Borrowercounsel be delivered with respect to such new Subsidiary and (e) such other documents reasonably requested by the Agent in order that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and the capital stock and applicable assets of such Subsidiary shall become Collateral for the Obligations. That Upon satisfaction of the conditions set forth in this Section 8.11, each Subsidiary shall become a Borrower if:hereunder and the other Loan Documents, as of such date, as if an original signatory hereto and to the other Loan Documents." (ig) it is incorporated Section 9.7 shall hereby be deleted in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably). (b) The Agent shall notify the Company its entirety and the Lenders promptly upon being satisfied that it has received (following Section 9.7 shall be substituted in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.lieu thereof:

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 21.10 (“"Know your customer” " checks), the Company may request that any member of its wholly owned Subsidiaries the Group becomes an Additional Borrowera Borrower of the Revolving Facility. That Subsidiary shall become a Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or and the Majority Lenders approve the addition of that member of the Groupor otherwise if all the Lenders approve the addition of that Subsidiarymember of the Group; (ii) the Company and that Subsidiary deliver member of the Group delivers to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary member of the Group is (or or, if required pursuant to the Agreed Security Principles, becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary member of the Group becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, 5 and Part 3 6 of Schedule 2 (Conditions PrecedentPrecedent and Conditions Subsequent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, 5 and Part 3 6 of Schedule 2 (Conditions PrecedentPrecedent and Conditions Subsequent). (c) Upon becoming an Additional Borrower Other than to the extent that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsgiving any such notification.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 19.8 (“Know your customer” customer checks), the Company may request that any of its wholly wholly-owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary and provided that if any Finance Party determines that that Subsidiary is a 'relevant financial institution' for the purposes of article 2 of the Financial Services and Markets Xxx 0000 (Excluded Activities and Prohibitions) Order 2014, that Finance Party also approves the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (viv) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 III of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 III of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower Other than to the extent that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsgiving any such notification.

Additional Borrowers. (a) 30.2.1 Subject to compliance with the provisions of paragraphs (c) Clauses 23.11.3 and (d) of Clause 23.9 (“Know your customer” checks)23.11.4, the Company Parent may request that any of its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes an Additional a Borrower. That Subsidiary shall become a Borrower if:if:- (ia) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise if all the Lenders approve the addition of that Subsidiary; (iib) the Company Parent and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iiic) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (ivd) the Company Parent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and; (ve) the Agent is satisfied that the Transaction Security Documents shall secure the indebtedness of such Subsidiary (which may require the Original Borrower to become a Guarantor); (f) the Agent has received all of from such Subsidiary any replacement or supplemental Promissory Notes as a Lender(s) may require from such Additional Borrower; (g) the Agent has received such other documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that the Additional BorrowerBorrower as the Agent may specify, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) 30.2.2 The Agent shall notify the Company Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 required pursuant to this Clause 30.2 (Conditions PrecedentAdditional Borrowers). (c) 30.2.3 Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 16.2.7, (Tax gross-up) and paragraph (b) of Clause 16.6 16.6.2 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsclauses.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the The Company may request that any of its the Company's wholly owned Subsidiaries (other than Subsidiaries incorporated in South Africa) becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver delivers to the Facility Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and; (viv) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 IV of Schedule 2 1 (Conditions Precedentprecedent required to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent Facility Agent; and (acting reasonably)v) in the case of any Additional Borrower incorporated in Australia, the "public offer" test as described in Section 128F(3) of the Australian Tax Act is satisfied in relation to that Additional Borrower's proposed accession and any issue of Notes by that Additional Borrower. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 IV of Schedule 2 (Conditions Precedent)1. (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) 28.2.1 Subject to compliance with the provisions of paragraphs (c) Clauses 22.10.3 and (d) of Clause 23.9 (“Know your customer” checks)22.10.4, the Company may request that any of its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes an Additional a Borrower. That Subsidiary shall become a Borrower if:if:- (ia) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (iib) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iiic) the Subsidiary is (or becomes) a Guarantor on or prior to becoming a Borrower; (ivd) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (ve) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably). (b) 28.2.2 The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) (acting reasonably) or has waived the requirement to receive all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedentprecedent). (c) 28.2.3 Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 15.2.11 (Tax gross-up) and paragraph (b) of Clause 16.6 15.6.2 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsclauses.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 20.9 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiary of an Obligor (other than Subsidiaries incorporated in South Africa) becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it either: (A) that Subsidiary is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if England and Wales; or (B) all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver delivers to the Facility Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (viv) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 IV of Schedule 2 1 (Conditions Precedentprecedent required to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 IV of Schedule 2 (Conditions Precedent)1. (c) Upon becoming an Additional Borrower that For the purposes of this Clause 25.3, Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) the Parent provided the Parent directly or indirectly owns not less than 99.98 per cent. of Clause 16.2 (Tax gross-up) and paragraph (b) the shares of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.Asturiana de Zinc, S.A.

Additional Borrowers. (aA) Subject to compliance with the provisions of paragraphs (cC) and (dD) of Clause 23.9 clause 24.12 (“Know your customer” checksand “customer due diligence” requirements), the Company Kosmos may request that any of its wholly owned Subsidiaries subsidiaries becomes an Additional Borrower. That Subsidiary subsidiary shall become a an Additional Borrower if: (i) it the Majority Lenders (or, if that Additional Borrower is incorporated in Switzerland or a jurisdiction in the same jurisdiction as an existing which no other Borrower or otherwise if is incorporated, all the Lenders Lenders) approve the addition of that Subsidiarysubsidiary; (ii) the Company and that Subsidiary deliver Additional Borrower is, or simultaneously becomes, a Guarantor; (iii) Kosmos delivers to the Facility Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a BorrowerLetter; (iv) the Company Kosmos confirms that no Default is continuing or would occur as a result of that Subsidiary subsidiary becoming an Additional Borrower; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (bB) The Facility Agent shall notify the Company Kosmos and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent). (cC) Upon becoming In the event that an Additional Borrower becomes a party to this Agreement: (i) Kosmos, on behalf of all Obligors; and (ii) the Facility Agent on behalf of all Finance Parties, are hereby authorised to effect all amendments required to be made to the Finance Documents to which they are party to reflect the fact that Subsidiary shall make any filings (and provide copies there may be multiple borrowers of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsthe Facility.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 21.10 (“"Know your customer” " checks), the Company may request that any of its wholly owned Subsidiaries that is a member of the Target Group becomes an Additional Borrowera Borrower of the Revolving Facility. That Subsidiary shall become a Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or or, if required pursuant to the Agreed Security Principles, becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 6 of Schedule 2 (Conditions PrecedentPrecedent and Conditions Subsequent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 6 of Schedule 2 (Conditions PrecedentPrecedent and Conditions Subsequent). (c) Upon becoming an Additional Borrower Other than to the extent that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsgiving any such notification.

Additional Borrowers. (aA) Subject to compliance with the provisions of paragraphs (cC) and (dD) of Clause 23.9 clause 17.8 (“Know your customer” checksand “customer due diligence” requirements), the Company may request that any of its wholly owned Subsidiaries subsidiaries becomes an Additional Borrower. That Subsidiary subsidiary shall become a an Additional Borrower if: (i) it the Majority Lenders (or, if that Additional Borrower is incorporated in Switzerland or a jurisdiction in the same jurisdiction as an existing which no other Borrower or otherwise if is incorporated, all the Lenders Lenders) approve the addition of that Subsidiarysubsidiary; (ii) the Additional Borrower is, or simultaneously becomes, a Guarantor; (iii) the Company and that Subsidiary deliver delivers to the Facility Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a BorrowerLetter; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary subsidiary becoming an Additional Borrower; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (bB) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied (acting reasonably) that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent). (cC) Upon becoming In the event that an Additional Borrower becomes a party to this Agreement: (i) the Company, on behalf of all Obligors; and (ii) the Facility Agent on behalf of all Finance Parties, are hereby authorised to effect all amendments required to be made to the Finance Documents to which they are party to reflect the fact that Subsidiary shall make any filings (and provide copies there may be multiple borrowers of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsthe Facility.

Additional Borrowers. (aA) Subject to compliance with the provisions of paragraphs (cC) and (dD) of Clause 23.9 clause 17.8 (“Know your customer” checksand “customer due diligence” requirements), the Company may request that any of its wholly owned Subsidiaries subsidiaries becomes an Additional Borrower. That Subsidiary subsidiary shall become a an Additional Borrower if: (i) it the Majority Lenders (or, if that Additional Borrower is incorporated in Switzerland or a jurisdiction in the same jurisdiction as an existing which no other Borrower or otherwise if is incorporated, all the Lenders Lenders) approve the addition of that Subsidiarysubsidiary; (ii) the Additional Borrower is, or simultaneously becomes, a Guarantor; (iii) the Company and that Subsidiary deliver delivers to the Facility Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a BorrowerLetter; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary subsidiary becoming an Additional Borrower; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (bB) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied (acting reasonably) that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent). (cC) Upon becoming In the event that an Additional Borrower becomes a party to this Agreement: (i) the Company, on behalf of all Obligors; and (ii) the Facility Agent on behalf of all Finance Parties, are hereby authorised to effect all amendments required to be made to the Finance Documents to which they are party to reflect the fact that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsAdditional Borrower has become a party to the Agreement.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs clause 24.8(c) (c“Know your customer” checks) and (d24.8(d) of Clause 23.9 (“Know your customer” checks), the Company may request that request, at any time after the first Utilisation Date, in connection with any of its wholly owned Subsidiaries Subsidiaries, which is not a Dormant Subsidiary, becomes an Additional Borrowera Borrower under the Facilities. That Subsidiary shall become a Borrower ifupon satisfaction of each of the following conditions: (iA) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise if all the Lenders approve the addition of that Subsidiary; (iiB) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iiiC) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (ivD) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional BorrowerBorrower and the Company confirms this; and (vE) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part part 3 - (Conditions precedent required to be delivered by an Additional Obligor) of Schedule schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part part 3 - (Conditions precedent required to be delivered by an Additional Obligor) of Schedule schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (kclause 17.2(j) of Clause 16.2 (Tax gross-up) and paragraph (bclause 17.7(b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsclauses.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 21.7 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional BorrowerBorrower and an Additional Guarantor. That Subsidiary shall become a an Additional Borrower if: (i) it either (A) the Additional Borrower is incorporated in Switzerland Xxxxxxxxx, Xxxxxx Finance B.V., Elster GmbH, Elster Holdings US Inc. (for the purpose of Facility E only and, after the Xxxxxxxxx Upstream Guarantee Date, Facility C and Facility E), Elster Holdings Netherlands BV, or in the same jurisdiction as an existing Borrower Elster Holdings UK Limited; (B) or otherwise if all the Lenders under the relevant Facility approve the addition of that Subsidiary; or (C) that Subsidiary is a wholly owned subsidiary of the Company incorporated in England and Wales, Germany or the United States of America; (ii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter pursuant to which it accedes as an Additional Borrower and an Additional Guarantor; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default (or in the case of the accession of Xxxxxxxxx during the Certain Funds Period no Major Default is continuing or would occur as a result of that Subsidiary becoming an Additional BorrowerBorrower and an Additional Guarantor; and (viv) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 III of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 III of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsrelation to that Subsidiary.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 21.10 (“"Know your customer” " checks), the Company may request that any of its wholly owned Subsidiaries that is a member of the Target Group becomes an Additional Borrowera Borrower of the Revolving Facility (Original). That Subsidiary shall become a Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or or, if required pursuant to the Agreed Security Principles, becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 6 of Schedule 2 (Conditions PrecedentPrecedent and Conditions Subsequent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 6 of Schedule 2 (Conditions PrecedentPrecedent and Conditions Subsequent). (c) Upon becoming an Additional Borrower Other than to the extent that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsgiving any such notification.

Additional Borrowers. (a) 25.2.1 Subject to compliance with the provisions of paragraphs (c) Clauses 34.8.3 and (d) of Clause 23.9 34.8.4 (“Know your customer” checks), ) the Company may request that any of its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (iA) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Majority Lenders approve the addition of that Subsidiary; (iiB) the Company and that Subsidiary deliver delivers to the Administrative Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (ivC) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (vD) the Administrative Agent has received all of the documents and other evidence listed in Part 2 II (Conditions Precedent Required to be Delivered by an Additional Obligor) and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) such Security Transaction Documents which may be reasonably required in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Administrative Agent. (b) 25.2.2 The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 II (Conditions Precedent Required to be Delivered by an Additional Obligor) and, if applicable, Part 3 of Schedule 2 (Conditions Precedent)such Security Transaction Documents which may be reasonably required in relation to that Additional Borrower. (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs clause 24.8(c) (c) and (d) of Clause 23.9 (“"Know your customer” " checks) and 24.8(d) ("Know your customer" checks), the Company may request that request, at any time after the first Utilisation Date, in connection with any of its wholly owned Subsidiaries Subsidiaries, which is not a Dormant Subsidiary, becomes an Additional Borrowera Borrower under the Facilities. That Subsidiary shall become a Borrower ifupon satisfaction of each of the following conditions: (iA) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise if all the Lenders approve the addition of that Subsidiary; (iiB) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iiiC) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (ivD) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional BorrowerBorrower and the Company confirms this; and (vE) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 - (Conditions precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 - (Conditions precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (kclause 17.2(j) of Clause 16.2 (Tax gross-up) and paragraph (b10-16526587-2\13845-2639 135 clause 17.7(b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsclauses.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company The Original Borrower may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) the Original Borrower gives at least 10 Business Days notice to the Lender; (ii) where the Lender has requested documents or information in relation to the Subsidiary under Clause 20.7 (Know your customer checks) within 5 Business Days of receiving notice under sub-paragraph (i), the Lender confirms to the Original Borrower that it is incorporated in Switzerland has received such documents or in information (as applicable); (iii) the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve Lender approves the addition of that Subsidiary; (iiiv) the Company and that Subsidiary deliver Original Borrower delivers to the Agent Lender a duly completed and executed Accession DeedLetter; (iiiv) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company Original Borrower confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (vvi) the Agent Lender has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Lender. (b) The Agent Lender shall notify the Company and the Lenders Original Borrower promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (cb) and (dc) of Clause 23.9 21.6 (“"Know your customer” client" checks), the Company may request that any of its wholly owned Subsidiaries which is not a dormant Subsidiary becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it either: (A) (if at the time the Company is incorporated in Switzerland or in a Guarantor hereunder) the same jurisdiction as an existing Borrower or otherwise Majority Lenders approve the addition of that Subsidiary; or (B) (if all at the time the Company is not a Guarantor hereunder) the Lenders approve the addition of that Subsidiary;: (ii) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (viv) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent required to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent required to be delivered by an Additional Obligor). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (aA) Subject to compliance with the provisions of paragraphs (cC) and (dD) of Clause 23.9 clause 32.12 (“Know your customer” checksand “customer due diligence” requirements), the Company Kosmos may request that any of its wholly owned Subsidiaries subsidiaries becomes an Additional Borrower. That Subsidiary subsidiary shall become a an Additional Borrower if: (i) it the Majority Lenders (or, if that Additional Borrower is incorporated in Switzerland or a jurisdiction in the same jurisdiction as an existing which no other Borrower or otherwise if is incorporated, all the Lenders Lenders) approve the addition of that Subsidiarysubsidiary; (ii) the Company and that Subsidiary deliver Additional Borrower is, or simultaneously becomes, a Guarantor; (iii) Kosmos delivers to the Facility Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a BorrowerLetter; (iv) the Company Kosmos confirms that no Default is continuing or would occur as a result of that Subsidiary subsidiary becoming an Additional Borrower; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (bB) The Facility Agent shall notify the Company Kosmos and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent). (cC) Upon becoming In the event that an Additional Borrower becomes a party to this Agreement: (i) Kosmos, on behalf of all Obligors; and (ii) the Facility Agent on behalf of all Finance Parties, are hereby authorised to effect all amendments required to be made to the Finance Documents to which they are party to reflect the fact that Subsidiary shall make any filings (and provide copies there may be multiple borrowers of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsthe Facility.

Additional Borrowers. (ac) Subject to compliance with the provisions of paragraphs (cclauses 29.7(c) and (d29.7(d) of Clause 23.9 (“Know your customer” checks), the Company Obligor’s Agent may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver is incorporated in the same jurisdiction as an existing Obligor (or all the Lenders approve the jurisdiction in which that Subsidiary is incorporated); (iii) the Obligor’s Agent delivers to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a BorrowerLetter; (iv) the Company Obligor’s Agent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part part 2 and, if applicable, Part 3 of Schedule schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (bd) The Agent shall notify the Company Obligor’s Agent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part part 2 and, if applicable, Part 3 of Schedule schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) 29.2.1 Subject to compliance with the provisions of paragraphs (c) Clauses 24.8.3 and (d) of Clause 23.9 24.8.4 (“Know your customer” checks), ) the Company may request that any of its wholly owned Subsidiaries Relevant Affiliate becomes an Additional Borrower. That Subsidiary Relevant Affiliate shall become a an Additional Borrower if: (iA) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary;Relevant Affiliate, (iiB) the Company and that Subsidiary deliver Relevant Affiliate (a) delivers to the Agent a duly completed and executed Accession Deed; Letter and (iiib) executes and enters into all other documents and takes all such other steps as the Subsidiary is (or becomes) Agent may reasonably require for the purposes of ensuring that it accedes and becomes a Guarantor prior to becoming a party to, all relevant Finance Documents as an Additional Borrower; (ivC) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary Relevant Affiliate becoming an Additional Borrower; and (vD) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II (Conditions precedent required to be delivered by an Additional Obligor) of Schedule 2 3 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) 29.2.2 The Agent shall shall, in relation to each proposed Additional Borrower, notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II (Conditions precedent required to be delivered by an Additional Obligor) of Schedule 2 3 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and paragraph (d) of Clause 23.9 22.9 (“Know your customer” checks), the Company Parent may request that any of its wholly owned Subsidiaries becomes an Additional a Borrower. That Subsidiary shall become a Borrower if: (i) it is incorporated in: (A) Luxembourg; or (B) any other jurisdiction subject to the approval of each Lender (in Switzerland or in its sole and absolute discretion) under the same jurisdiction as an existing Borrower or otherwise if all relevant Facility under which it is proposed that the Lenders approve the addition of that SubsidiarySubsidiary becomes a Borrower; (ii) the Company Parent and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to or at the same time as becoming a Borrower; (iv) the Company Parent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably). (b) The Agent shall notify the Company Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it, acting on the instructions of the Majority Lenders (acting reasonably)) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower Other than to the extent that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsgiving any such notification.

Additional Borrowers. (aA) Subject to compliance with the provisions of paragraphs (cC) and (dD) of Clause 23.9 clause 24.12 (“Know your customer” checksand “customer due diligence” requirements), the Company Original Borrower may request that any subsidiary of its wholly owned Subsidiaries KEL becomes an Additional Borrower. That Subsidiary subsidiary shall become a an Additional Borrower if: (i) it the Majority Lenders (or, if that Additional Borrower is incorporated in Switzerland or a jurisdiction in the same jurisdiction as an existing which no other Borrower or otherwise if is incorporated, all the Lenders Lenders) approve the addition of that Subsidiarysubsidiary; (ii) the Company and that Subsidiary deliver Additional Borrower is, or simultaneously becomes, a Guarantor; (iii) the Original Borrower delivers to the Facility Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a BorrowerLetter; (iv) the Company Original Borrower confirms that no Default is continuing or would occur as a result of that Subsidiary subsidiary becoming an Additional Borrower; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (bB) The Facility Agent shall notify the Company Original Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 3 (Conditions Precedent). (cC) Upon becoming In the event that an Additional Borrower becomes a party to this Agreement: (i) the Original Borrower, on behalf of all Obligors; and (ii) the Facility Agent on behalf of all Finance Parties, are hereby authorised to effect all amendments required to be made to the Finance Documents to which they are party to reflect the fact that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsAdditional Borrower has become a party to the Agreement.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (cb) and (dc) of Clause 23.9 21.6 (“"Know your customer” " checks), the Company may request that any of its wholly owned Subsidiaries which is not a dormant Subsidiary becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent to be delivered by an Additional Obligor). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company The Parent may request that any of its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Majority Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver Obligors’ Agent delivers to the Facility Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company Obligors’ Agent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (viv) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II (Conditions Precedent Required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) and in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (b) The Facility Agent shall notify the Company Parent, the Obligors’ Agent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 II (Conditions Precedent Required to be Delivered by an Additional Obligor) and, if applicable, Part 3 III (Security Documents) of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 25.9 (“"Know your customer” " checks), the Company Parent may request that any of its wholly owned Subsidiaries subsidiaries becomes an Additional Borrowera Borrower after the Relevant Date. That Subsidiary shall become a Borrower if: (i) all the Lenders approve the addition of that Subsidiary unless it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all when the Majority Lenders shall approve the addition of that Subsidiary; (ii) the Company Parent and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company Parent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 (Conditions precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed referred to in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by sub-paragraph (ka)(v) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsabove.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company The Parent may request that any of its wholly owned Subsidiaries becomes an Additional a Borrower. That Subsidiary shall become a Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower (or otherwise if all such other jurisdiction as the Lenders approve Lender may specify or agree) and the Lender approves the addition of that Subsidiary; (ii) the Company Parent and that Subsidiary deliver to the Agent Lender a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company Parent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) save to the Agent extent the Lender agrees or specifies otherwise, the Lender has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Lender. (b) The Agent Subject to paragraph (a) above, the Lender shall notify the Company and the Lenders Parent promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 20.10 (“Know your customer” checks), the Company may request that any of its wholly wholly-owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is in relation to any Subsidiary not incorporated in Switzerland England and Wales, France, Italy, the Netherlands, Germany or in the same jurisdiction as an existing Borrower or otherwise if Grand Duchy of Luxembourg, all the Lenders approve the addition of that SubsidiarySubsidiary (such approval not to be unreasonably withheld); (ii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (viv) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph paragraphs (kn)(ii) and (p) of Clause 16.2 13.2 (Tax gross-up) and paragraph (b) of Clause 16.6 13.7 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (paragraph c) and (d) of Clause 23.9 22.8 (“Know your customer” checks), the Company may request that any of its wholly wholly-owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to or simultaneously with becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, II and Part 3 III of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent it, together with all such Transaction Security Documents as may be required to be delivered by that Additional Borrower under Clause 24.22 (acting reasonablyFurther assurance). (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed referred to in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent)sub-paragraph a)(v) above. (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 24.7 (“"Know your customer” " checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional BorrowerBorrower (Vertragsbeitritt). That Such Subsidiary shall become a an Additional Borrower if: (i) it with respect to a Subsidiary which is not incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if of the relevant Facility, all the Lenders approve the addition of that SubsidiarySubsidiary as an Additional Borrower; (ii) the Company and that Subsidiary deliver delivers to the Facility Agent a duly completed and executed Obligor Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to or concurrently with becoming a an Additional Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Facility Agent has received confirmed receipt of all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule SCHEDULE 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent (acting reasonably). (b) The Facility Agent shall notify the Company Company, the Issuing Banks and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule SCHEDULE 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs paragraph (c) and (d) of Clause 23.9 20.8 (“Know your customer” checksYour Customer Checks), the Company ABB may request by written notice that any of its wholly wholly-owned Subsidiaries becomes become an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it the Subsidiary is incorporated in Switzerland an Agreed Jurisdiction or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver ABB delivers to the Facility Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company ABB confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and; (viv) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Additional Obligor Conditions Precedent) in relation to that Additional Borrower, each in form and substance reasonably satisfactory to the Agent Facility Agent; and (acting reasonablyv) (unless it would result in the contravention of any applicable law, taking into account the jurisdiction of incorporation of the relevant Subsidiary and subject to sub-paragraph (b) of Clause 25.4 (Additional Guarantors)), the Subsidiary, prior to or at the same time as it becomes an Additional Borrower, becomes an Additional Guarantor in accordance with Clause 25.4 (Additional Guarantors). (b) The Facility Agent shall notify the Company ABB and the Lenders promptly upon being satisfied that it has received receiving (in form and substance reasonably satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Additional Obligor Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 20.8 (“Know your customer” checks), the Company may request that any of its wholly wholly-owned Subsidiaries becomes an Additional BorrowerBorrower (Vertragsbeitritt). That Subsidiary shall become a an Additional Borrower if: (i) either: (A) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if Borrower; or (B) the Agent (acting on the instructions of all the Lenders approve Lenders) approves the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the that Subsidiary is (or becomes) a Guarantor prior to (or simultaneously with) becoming a an Additional Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 B of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 B of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower Other than to the extent that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.giving any such notification. ​ ​

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the The Company may request that any of its wholly owned Material Subsidiaries becomes an Additional BorrowerBorrower (and thereby an Additional Guarantor). That Material Subsidiary shall become a an Additional Borrower (and thereby an Additional Guarantor) if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve Facility Agent approves the addition of that Material Subsidiary; (ii) the Company and that Subsidiary deliver delivers to the Facility Agent a duly completed and executed Borrower Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Material Subsidiary becoming an Additional BorrowerBorrower (and thereby an Additional Guarantor); (iv) such Additional Borrower provides and, to the extent permitted by law, causes any Subsidiary to provide, such Security for all or any part of its obligations under the Finance Documents as the Facility Agent shall reasonably require; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 IV of Schedule 2 (Conditions PrecedentPrecedent and Conditions Subsequent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 IV of Schedule 2 (Conditions PrecedentPrecedent and Conditions Subsequent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the The Company may request that any of its the Company’s wholly owned Subsidiaries (other than Subsidiaries incorporated in South Africa) becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver delivers to the Facility Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and; (viv) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 IV of Schedule 2 1 (Conditions Precedentprecedent required to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent Facility Agent; and (acting reasonably)v) in the case of any Additional Borrower incorporated in Australia, the “public offer” test as described in Section 128F(3) of the Australian Tax Act is satisfied in relation to that Additional Borrower’s proposed accession and any issue of Notes by that Additional Borrower. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 IV of Schedule 2 (Conditions Precedent)1. (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (aA) Subject to compliance with the provisions of paragraphs (cC) and (dD) of Clause 23.9 25.8 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i1) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise if all the Lenders approve the addition of that Subsidiary; (ii2) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iii3) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv4) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v5) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (bB) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent). (cC) Upon becoming an Additional Borrower Other than to the extent that Subsidiary shall make any filings (and provide copies of such filings) as required by the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (kB) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsgiving any such notification.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs paragraph (c) and (d) of Clause 23.9 19.8 (“Know your customer” checks), the Company may may, by not less than 10 Business Days’ prior written notice to the Agent, request that any of its wholly owned Subsidiaries becomes an Additional BorrowerBorrower (Vertragsbeitritt). That Subsidiary shall become a an Additional Borrower if: (i) It is a Subsidiary incorporated in a jurisdiction of a Borrower; (ii) it is a Subsidiary incorporated in Switzerland an Approved Jurisdiction and the Majority Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); or (iii) it is a Subsidiary incorporated in the same any other jurisdiction as an existing Borrower or otherwise if and all the Lenders approve the addition of that Subsidiary;Subsidiary (such approval not to be unreasonably withheld or delayed); and in each case (iiA) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (ivB) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (vC) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 20.7 (“Know your customer” checks), the Company ABB may request by written notice that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it that Subsidiary is incorporated in Switzerland an Agreed Jurisdiction or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver ABB delivers to the Facility Agent a duly completed and executed Borrower Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company ABB confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (viv) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance reasonably satisfactory to the Agent (acting reasonably)Facility Agent. (b) The Facility Agent shall notify the Company ABB and the Lenders promptly upon being satisfied that it has received receiving (in form and substance reasonably satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedent). (c) Upon becoming an Additional Delivery of a Borrower Accession Letter constitutes confirmation by th relevant Subsidiary that Subsidiary shall make any filings the representations and warranties in Clause 19.5 (Validity and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-upadmissibility in evidence) and paragraph the representations and warranties deemed to be repeated pursuant to Clause 19.16 (bRepetition) are true and correct in relation to it as at the date of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsdelivery as if made by reference to the facts and circumstances then existing.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 20.11 (“"Know your customer” " checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as of an existing Borrower or otherwise if all and the Majority Lenders approve the addition of that Subsidiary; (ii) if not incorporated in the same jurisdiction of an existing Borrower, all Lenders approve the addition of that Subsidiary; (iii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a BorrowerLetter; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any necessary tax filings (and provide copies of such filings) as required by paragraph (k) of and in accordance with Clause 16.2 13 (Tax gross-up). (d) and Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsgiving any such notification.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 20.7 (“Know your customer” checks)) and any necessary amendments to this Agreement reasonably required by the Agent or the Company in respect of an Additional Borrower incorporated in a jurisdiction other than the same jurisdiction as an existing Obligor, the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it that Subsidiary is incorporated in Switzerland the United Kingdom or in the same any other jurisdiction as an existing Borrower or otherwise if approved by all the Lenders approve the addition of that SubsidiaryLenders; (ii) that Subsidiary also becomes an Additional Guarantor; (iii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession Deed; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a BorrowerLetter; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 B of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 B of Schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (ka) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 13.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsthat paragraph.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c), (d) and (de) of Clause 23.9 20.9 (“Know your customer” checks), the Company may request that any of its wholly wholly-owned Subsidiaries or any partnership, each member of which is a wholly-owned Subsidiary in the Restricted Group of the Company, becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that SubsidiarySubsidiary (such approval not to be unreasonably withheld or delayed); (ii) the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and; (viv) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent Agent; and (acting reasonablyv) that Subsidiary is or becomes at the same time an Additional Guarantor in accordance with Clause 25.4 (Additional Guarantors). (b) No consent shall be required under paragraph (a)(i) above if the relevant Subsidiary is incorporated (or, in the case of a partnership, is formed or registered) in the United Kingdom or in the United States. (c) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 20.6 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve the addition of that Subsidiary; (ii) the Company and that Subsidiary deliver delivers to the Facility Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (viv) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 II of Schedule 2 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of II Schedule 2 (Conditions Precedentprecedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (ki) of Clause 16.2 13.2 (Tax gross-up) and paragraph (b) of Clause 16.6 13.5 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 22.9 (“"Know your customer” " checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it Either (A) that Subsidiary is incorporated in Switzerland or in the same jurisdiction as an existing another Borrower under the Facility or otherwise if all in another Pre-Approved Jurisdiction or (B) the Lenders under the Facility (acting reasonably) approve the addition of that Subsidiary;Subsidiary for the purposes of the Facility; and (ii) the Company and that Subsidiary deliver to the Facility Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 III of Schedule 2 (Conditions PrecedentPrecedent and conditions subsequent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 III of Schedule 2 (Conditions PrecedentPrecedent and conditions subsequent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.]

Additional Borrowers. (a) 26.2.1 Subject to compliance with the provisions of paragraphs (c) Clause 21.7.3 and (d) of Clause 23.9 21.7.4 (“Know your customer” checksChecks), the Company may request that any of its wholly owned Subsidiaries (other than a Subsidiary that is incorporated in or organized under the laws of the United States or any state of the United States (including the District of Columbia)) becomes an Additional Borrower. That Subsidiary shall become a an Additional Borrower if: (i) it is 26.2.1.1 the Company has nominated the Subsidiary to become an Additional Borrower; 26.2.1.2 the Subsidiary is: 26.2.1.2.1 incorporated in Switzerland or in the same jurisdiction as an existing Borrower or otherwise if Borrower; or 26.2.1.2.2 approved by all the Lenders approve the addition of that Subsidiary(if incorporated in any other jurisdiction); (ii) 26.2.1.3 the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) 26.2.1.4 the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and; (v) 26.2.1.5 the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent Agent; and 26.2.1.6 the Additional Borrower also becomes an Additional Guarantor in accordance with the procedure set out in Clause 26.4 (acting reasonablyAdditional Guarantors). 26.2.2 No Subsidiary of the Company that is incorporated or organized under the laws of the United States or any state of the United States (bincluding the District of Columbia) may become an Additional Borrower. ​ 26.2.3 The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent). 26.2.4 Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in Clause 26.2.3 above the Lenders authorise (cbut do not require) Upon becoming an Additional Borrower the Agent to give that Subsidiary notification. The Agent shall make not be liable for any filings (and provide copies damages, costs or losses whatsoever as a result of giving any such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphsnotification.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 22.8 (“Know your customer” checks), (i) the Company may request that the Parent Newco, or (ii) the Parent may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary company shall become a an Additional Borrower if: (i) it that company is incorporated in Switzerland England and Wales, the United States of America or in (after the same jurisdiction as an existing Borrower Completion Date) Bermuda or otherwise if a Participating Member State or all the Lenders approve the addition of that Subsidiarycompany (provided that if such company is incorporated in a jurisdiction other than England and Wales or in a Participating Member State other than Luxembourg at the same time as its accession any change to Clause 15 (Tax Gross-up and Indemnities) reasonably requested by the Agent as a consequence of such an entity becoming a Borrower is made); (ii) the Parent or the Company and that Subsidiary deliver delivers to the Agent a duly completed and executed Accession DeedLetter; (iii) the Subsidiary company is (or becomes) a Guarantor prior to or concurrently with becoming a Borrower; (iv) the Parent or the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 IB of Schedule 2 3 (Conditions Precedentprecedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably). (b) The Agent shall notify the Company Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to itit (acting reasonably)) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 IB of Schedule 2 3 (Conditions Precedent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmationprecedent) in accordance with those paragraphsrelation to any company.

Additional Borrowers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the The Company may request that any of its wholly owned Material Subsidiaries becomes an Additional BorrowerBorrower (and thereby an Additional Guarantor). That Material Subsidiary shall become a an Additional Borrower (and thereby an Additional Guarantor) if: (i) it is incorporated other than in Switzerland or in relation to an Approved Additional Borrower, the same jurisdiction as an existing Borrower or otherwise if all the Lenders approve Facility Agent approves the addition of that Material Subsidiary; (ii) the Company and that Subsidiary deliver delivers to the Facility Agent a duly completed and executed Borrower Accession DeedLetter; (iii) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower; (iv) the Company confirms that no Default is continuing or would occur as a result of that Material Subsidiary becoming an Additional BorrowerBorrower (and thereby an Additional Guarantor); (iv) such Additional Borrower provides and, to the extent permitted by law, causes any Subsidiary to provide, such Security for all or any part of its obligations under the Finance Documents as the Facility Agent shall reasonably require; and (v) the Facility Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 III of Schedule 2 (Conditions PrecedentPrecedent and Conditions Subsequent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably)Facility Agent. (b) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 and, if applicable, Part 3 III of Schedule 2 (Conditions PrecedentPrecedent and Conditions Subsequent). (c) Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph (k) of Clause 16.2 (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.. 105