Common use of Affiliates of Lenders Clause in Contracts

Affiliates of Lenders. (a) Any Lender (the Principal Lender) may identify a person who may be made responsible for certain of its obligations in relation to a Loan provided that: (i) such person is an Affiliate or branch of the Principal Lender; (ii) an Affiliated Lender Participation (as defined in paragraph (b) below) by such person will not result in any additional costs for any Obligor; (iii) such person is a Swiss Qualifying Lender; and (iv) such person has acceded to this Agreement by executing an Affiliated Lender Accession Certificate. In respect of any Principal Lender, any person so identified by the Principal Lender in accordance with this paragraph (a) shall be an Affiliated Lender. (b) Any Principal Lender may procure, subject to the terms of this Agreement, that its Affiliated Lender shall participate in, or be responsible for the Principal Lender’s proportion of, a Loan (an Affiliated Lender Participation), provided that such Affiliate Lender Participation will not result in any additional costs for any Obligor, and, to the extent such Principal Lender so procures, that Affiliated Lender shall be responsible for the performance or non-performance of all obligations of its Principal Lender in respect of such Affiliated Lender Participation. The Principal Lender shall remain responsible for its Commitment. (c) The Principal Lender shall notify the Facility Agent and the Company on or before a Loan of the identity of any relevant Affiliated Lender taking an Affiliated Lender Participation in such Loan. Such notice may be given in the Affiliated Lender Accession Certificate or on a case by case basis. (d) An Affiliated Lender shall not have any Commitment but shall be entitled to all rights (other than any voting rights in connection with any Finance Document which shall be deemed to remain with its Principal Lender) and obligations of, and be treated as, a Lender under the Finance Documents to the extent of its Affiliated Lender Participation. (e) The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Affiliated Lender Accession Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Affiliated Lender Accession Certificate without the need to obtain the consent of any other Party. (f) An Affiliated Lender shall immediately cease to be a Lender if it gives written notice of its wish to do so to the Facility Agent and at that time it has no outstanding Affiliated Lender Participation.

Affiliates of Lenders. (a) Any Each Lender (the Principal Lender) may identify a person who may be made responsible for certain may, if it so elects, fulfil all or part of its obligations Commitment in relation respect of any loan by designating a branch or an Affiliate to a Loan provide that Commitment or part thereof as set out in paragraph (b) below, provided that: (i) such person is an Affiliate the Lender shall remain solely responsible for the performance of its (and that branch or branch of the Principal LenderAffiliate’s) obligations under this Agreement; (ii) an Affiliated Lender Participation (as defined in paragraph (b) below) by no such person will not designation shall result in any additional costs for any Obligor;an Obligor being subject to increased obligations under this Agreement (whether pursuant to Clause 14 (Tax Gross up and Indemnities), Clause 15 (Increased Costs) or otherwise) under the Finance Documents than it would have been under had such designation not occurred; and (iii) such person is a Swiss Qualifying Lender; and (iv) such person has acceded to the branch or Affiliate shall comply with all form delivery and other requirements under this Agreement by executing an Affiliated (and the relevant Lender Accession Certificate. In respect of any Principal Lender, any person so identified by the Principal Lender in accordance with this paragraph (a) shall be an Affiliated Lenderprocure that it does so). (b) Any Principal A Lender may procure, subject provide for a branch or an Affiliate to participate in certain Loans in the manner contemplated in paragraph (a) above by: (i) giving notice to the terms Agent and the Company substantially in the form of this Agreement, that its Affiliated Lender shall participate in, or be responsible for the Principal Lender’s proportion of, a Loan Schedule 17 (an Affiliated Lender ParticipationForm of Affiliate Election Notice), provided detailing those Loans to specified Borrowers in which that branch or Affiliate may participate. The Agent is not obliged to accept an Affiliate Election Notice until it has completed all necessary “know your customer” requirements to its satisfaction. The Agent must notify the Lender if there are any such requirements; and (ii) procuring that such branch or Affiliate Lender Participation will not result in any additional costs for any Obligor, and, delivers to the extent such Principal Agent and the Security Trustee a duly completed accession undertaking substantially in the form set out in Schedule 18 (Form of Lender so procures, that Affiliated Lender shall be responsible for Accession Undertaking) and by delivery to the performance or non-performance Security Trustee of all obligations of its Principal Lender a duly completed accession undertaking in respect of such Affiliated Lender Participation. The Principal Lender shall remain responsible for its Commitmentthe form scheduled to the Intercreditor Agreement. (c) The Principal If the Agent has accepted an Affiliate Election Notice, on each delivery of a Utilisation Request requesting a Loan be made to any of the Borrowers in an Affiliate Election Notice, the Lender shall will promptly notify the Facility Agent and the Company on or before a Loan of the identity of any relevant Affiliated Lender taking an Affiliated Lender Participation in such Loan. Such notice may be given whether it will participate in the Affiliated Lender Accession Certificate Loan itself or on through a case branch or Affiliate. If no notification is given by case basis. (d) An Affiliated Lender shall not have any Commitment but the Lender, the Agent shall be entitled to all rights assume that the Lender will participate in the Loan itself. For the avoidance of doubt, in the event that a branch or an Affiliate participates in a Loan in accordance with this Clause, that Lender and its branch or Affiliate (other than any as applicable) will be treated as a single Lender having a commitment under this Agreement, including without limitation for the purposes of compliance with this Clause and for the purpose of voting rights in connection with any Finance Document which shall be deemed to remain with its Principal Lender) and obligations of, and be treated as, a Lender under the Finance Documents to the extent of its Affiliated Lender ParticipationDocument. (e) The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Affiliated Lender Accession Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Affiliated Lender Accession Certificate without the need to obtain the consent of any other Party. (f) An Affiliated Lender shall immediately cease to be a Lender if it gives written notice of its wish to do so to the Facility Agent and at that time it has no outstanding Affiliated Lender Participation.

Affiliates of Lenders. (a) Any Each Lender (the Principal Lender) may identify a person who may be made responsible for certain of fulfil its obligations in relation to a respect of any Initial Loan provided thatthrough an Affiliate if: (i) such person the relevant Affiliate is an Affiliate or branch of the Principal Lender; (ii) an Affiliated Lender Participation (specified in this Agreement as defined in paragraph (b) below) by such person will not result in any additional costs for any Obligor; (iii) such person is a Swiss Qualifying Lender; and (ivii) such person has acceded to the Initial Loan in which that Affiliate will participate is specified in this Agreement or in a notice given by executing an Affiliated Lender Accession Certificatethat Affiliate to the Bridge Facility Agent and the Borrower. In respect of any Principal Lenderthis event, any person so identified by the Principal Lender and the Affiliate will participate in accordance with this that Initial Loan in the manner provided for in the notice delivered under paragraph (aii) shall be an Affiliated Lenderabove. (b) Any Principal If paragraph (a) applies, the Lender may procureand its Affiliate will be treated as having a single Commitment and a single vote, subject to the terms of this Agreementbut, that its Affiliated for all other purposes, will be treated as separate Lenders. Each Lender shall participate in, or be responsible for the Principal Lender’s proportion of, a Loan (an Affiliated Lender Participation), provided that such Affiliate Lender Participation will not result in any additional costs for any Obligor, and, to the extent such Principal Lender so procures, that Affiliated Lender shall be remain liable and responsible for the performance or of all obligations by its Affiliate on its behalf and non-performance of all a Lender’s obligation by its Affiliate shall not relieve such Lender from its obligations of its Principal Lender in respect of such Affiliated Lender Participation. The Principal Lender shall remain responsible for its Commitmentunder this Agreement. (c) The Principal Each Lender shall notify remain liable and responsible for the Facility Agent performance of all obligations by its Affiliate on its behalf and the Company on or before non-performance of a Loan of the identity of any relevant Affiliated Lender’s obligation by its Affiliate shall not relieve such Lender taking an Affiliated Lender Participation in such Loan. Such notice may be given in the Affiliated Lender Accession Certificate or on a case by case basisfrom its obligations under this Agreement. (d) An Affiliated If a Lender fulfils its obligations in respect of any Initial Loan through an Affiliate, no Obligor shall be liable to pay any amount to such Affiliate under Clause 11 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs) in excess of the amount it would have been obliged to pay to that Lender had it not nominated such Affiliate to participate in the Utilisation. Each Lender shall not have any Commitment but shall be entitled to all rights (other than any voting rights in connection with any Finance Document which shall be deemed to remain with its Principal Lender) promptly notify the Borrower and obligations of, and be treated as, a Lender under the Finance Documents to the extent of its Affiliated Lender Participation. (e) The Bridge Facility Agent shall, of the Tax jurisdiction from which its Affiliate will participate in the relevant Utilisation and such other information regarding the Affiliate as soon as the Borrower may reasonably practicable after receipt by it of a duly completed Affiliated Lender Accession Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Affiliated Lender Accession Certificate without the need to obtain the consent of any other Partyrequest. (f) An Affiliated Lender shall immediately cease to be a Lender if it gives written notice of its wish to do so to the Facility Agent and at that time it has no outstanding Affiliated Lender Participation.

Affiliates of Lenders. (a) Any Each Lender (the Principal Lender) may identify a person who may be made responsible for certain may, if it so elects, fulfil all or part of its obligations Commitment in relation respect of any loan by designating a branch or an Affiliate to a Loan provide that Commitment or part thereof as set out in paragraph (b) below, provided that: (i) such person is an Affiliate the Lender shall remain solely responsible for the performance of its (and that branch or branch of the Principal LenderAffiliate’s) obligations under this Agreement; (ii) an Affiliated Lender Participation (as defined in paragraph (b) below) by no such person will not designation shall result in any additional costs for any Obligor;an Obligor being subject to increased obligations under this Agreement (whether pursuant to Clause 14 (Tax Gross up and Indemnities), Clause 15 (Increased Costs) or otherwise) under the Finance Documents than it would have been under had such designation not occurred; and (iii) such person is a Swiss Qualifying Lender; and (iv) such person has acceded to the branch or Affiliate shall comply with all form delivery and other requirements under this Agreement by executing an Affiliated (and the relevant Lender Accession Certificate. In respect of any Principal Lender, any person so identified by the Principal Lender in accordance with this paragraph (a) shall be an Affiliated Lenderprocure that it does so). (b) Any Principal A Lender may procure, subject provide for a branch or an Affiliate to participate in certain Loans in the manner contemplated in paragraph (a) above by: (i) giving notice to the terms Agent and the Company substantially in the form of this Agreement, that its Affiliated Lender shall participate in, or be responsible for the Principal Lender’s proportion of, a Loan Schedule 20 (an Affiliated Lender ParticipationForm of Affiliate Election Notice), provided detailing those Loans to specified Borrowers in which that branch or Affiliate may participate. The Agent is not obliged to accept an Affiliate Election Notice until it has completed all necessary “know your customer” requirements to its satisfaction. The Agent must notify the Lender if there are any such requirements; and (ii) procuring that such branch or Affiliate Lender Participation will not result in any additional costs for any Obligor, and, delivers to the extent such Principal Lender so procures, that Affiliated Lender shall be responsible for Agent and the performance or non-performance Security Trustee a duly completed accession undertaking substantially in the form set out in Schedule 21 (Form of all obligations Accession Undertaking) and by delivery to the Security Trustee of its Principal Lender a duly completed accession undertaking in respect of such Affiliated Lender Participation. The Principal Lender shall remain responsible for its Commitmentthe form scheduled to the Intercreditor Agreement. (c) The Principal If the Agent has accepted an Affiliate Election Notice, on each delivery of a Utilisation Request requesting a Loan be made to any of the Borrowers in an Affiliate Election Notice, the Lender shall will promptly notify the Facility Agent and the Company on or before a Loan of the identity of any relevant Affiliated Lender taking an Affiliated Lender Participation in such Loan. Such notice may be given whether it will participate in the Affiliated Lender Accession Certificate Loan itself or on through a case branch or Affiliate. If no notification is given by case basis. (d) An Affiliated Lender shall not have any Commitment but the Lender, the Agent shall be entitled to all rights assume that the Lender will participate in the Loan itself. For the avoidance of doubt, in the event that a branch or an Affiliate participates in a Loan in accordance with this Clause, that Lender and its branch or Affiliate (other than any as applicable) will be treated as a single Lender having a commitment under this Agreement, including without limitation for the purposes of compliance with this Clause and for the purpose of voting rights in connection with any Finance Document which shall be deemed to remain with its Principal Lender) and obligations of, and be treated as, a Lender under the Finance Documents to the extent of its Affiliated Lender ParticipationDocument. (e) The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Affiliated Lender Accession Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Affiliated Lender Accession Certificate without the need to obtain the consent of any other Party. (f) An Affiliated Lender shall immediately cease to be a Lender if it gives written notice of its wish to do so to the Facility Agent and at that time it has no outstanding Affiliated Lender Participation.