Common use of FOR AN ADDITIONAL OBLIGOR Clause in Contracts

FOR AN ADDITIONAL OBLIGOR. Additional Obligors 1. An Accession Deed, duly executed by the Company and the Additional Obligor. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor approving the terms of, and the transactions contemplated by, the Accession Deed. 4. A specimen of the signature of each person authorised on behalf of the Additional Obligor to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document. 5. In the case of an Additional Guarantor incorporated in the U.K. or (if required by its articles of association) The Netherlands, a copy of a resolution, signed by all of the holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession Deed. 6. If applicable, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor approving the resolution referred to in paragraph 5 above. 7. A certificate of an authorised signatory of the Additional Obligor: (a) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and (b) certifying that each copy document specified in Part II of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Deed. 8. If available, a copy of the latest audited accounts of the Additional Obligor. 9. Evidence that the agent of the Additional Obligor under the Finance Documents for service of process in New York has accepted its appointment. 1. Security Document(s) over its assets, duly executed by the Additional Obligor. 2. A copy of any notices required to be sent under the Security Document(s). 3. A copy of all transfers, share certificates, duly executed stock transfer forms or equivalent relating to assets charged by the Security Documents, if applicable. 4. A copy of the title deeds, if applicable. 5. Evidence that the procedure contemplated by sections 155-158 of the Companies Xxx 0000 has been completed in relation to any relevant Finance Document, if applicable. 1. A legal opinion of Xxxxx & Xxxxx, legal advisers to the Facility Agent, addressed to the Finance Parties. 2. If the Additional Obligor is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, acceptable to the Facility Agent and addressed to the Finance Parties. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Deed or for the validity and enforceability of any Finance Document.

FOR AN ADDITIONAL OBLIGOR. Additional ObligorsADDITIONAL OBLIGORS 1. An Accession DeedAgreement, duly executed by the Company and the Additional Obligor. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor approving the terms of, and the transactions contemplated by, the Accession DeedAgreement. 4. A specimen of the signature of each person authorised on behalf of the Additional Obligor to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document. 5. In the case of an Additional Guarantor incorporated in the U.K. or (if required by its articles of association) The NetherlandsU.K., a copy of a resolution, signed by all (or any lower percentage agreed by the Facility Agent) of the holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession DeedAgreement. 6. If applicable, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor approving the resolution referred to in paragraph 5 above. 7. A certificate of an authorised signatory of the Additional Obligor: (a) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and (b) certifying that each copy document specified in Part II of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession DeedAgreement. 8. If available, a copy of the latest audited accounts of the Additional Obligor. 9. Evidence that the agent of the Additional Obligor under the Finance Documents for service of process in New York has accepted its appointment.SECURITY DOCUMENT(S) 1. A Security Document(s) Agreement over its assets, duly executed by the Additional Obligor. 2. A copy of any notices required to be sent under the Security Document(s)that Agreement. 3. A copy of all transfers, share certificates, Share certificates and duly executed stock transfer forms or equivalent relating to assets charged in blank for any shares owned by the Security Documents, if applicable. 4. A copy of the title deeds, if applicable. 5. Evidence that the procedure contemplated by sections 155-158 of the Companies Xxx 0000 has been completed in relation to any relevant Finance Document, if applicableAdditional Obligors. 1. A legal opinion of Xxxxx Allex & XxxxxXverx, legal xxgal advisers to the Facility Agent, addressed to the Finance Parties. 2. If the Additional Obligor is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, acceptable to the Facility Agent and addressed to the Finance Parties. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Deed or for the validity and enforceability of any Finance Document.

FOR AN ADDITIONAL OBLIGOR. Additional ObligorsADDITIONAL OBLIGORS 1. An Accession DeedAgreement, duly executed by the Company CDFCUK and the Additional Obligor. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor approving the terms of, and the transactions contemplated by, the Accession DeedAgreement. 4. A specimen of the signature of each person authorised on behalf of the Additional Obligor to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document. 5. In the case of an Additional Guarantor incorporated in the U.K. or (if required by its articles of association) The NetherlandsU.K., a copy of a resolution, signed by all (or any lower percentage agreed by the Facility Agent) of the holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession DeedAgreement. 6. If applicable, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor approving the resolution referred to in paragraph 5 above. 7. A certificate of an authorised signatory of the Additional Obligor: (a) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and (b) certifying that each copy document specified in Part II of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession DeedAgreement. 8. If available, a copy of the latest audited accounts of the Additional Obligor. 9. Evidence that the agent of the Additional Obligor under the Finance Documents for service of process in New York has accepted its appointment.SECURITY DOCUMENT(S) 1. A Security Document(s) Agreement over its assets, duly executed by the Additional Obligor. 2. A copy of any notices required to be sent under the Security Document(s)that Agreement. 3. A copy of all transfers, share certificates, Share certificates and duly executed stock transfer forms or equivalent relating to assets charged in blank for any shares owned by the Security Documents, if applicable. 4Additional Obligors. A copy of the title deeds, if applicable. 5. Evidence that the procedure contemplated by sections 155-158 of the Companies Xxx 0000 has been completed in relation to any relevant Finance Document, if applicable.LEGAL OPINIONS 1. A legal opinion of Xxxxx Allen & XxxxxOvery, legal advisers to the Facility Agent, addressed to the Finance addressxx xx thx Xxxance Parties. 2. If the Additional Obligor is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, acceptable to the Facility Agent and addressed to the Finance Parties. OTHER DOCUMENTS AND EVIDENCE 1. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid. 2. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Deed Agreement or for the validity and enforceability of any Finance Document. 82 SCHEDULE 3 FORM OF REQUEST To: THE ROYAL BANK OF SCOTLAND PLC as Facility Agent From: [ ] Date: [ ] FAIRCLOUGH HOMES GROUP LIMITED-(pound)100,000,000 CREDIT AGREEMENT DATED [ ], 2001 (THE "AGREEMENT") 1. We refer to the Agreement. This is a Request. 2. We wish to borrow a Loan on the following terms: (a) Utilisation Date: [ ] (b) Amount: [ ] (c) Interest Period: [ ]. 3. Our payment instructions are: [ ]. 4. We confirm that each condition precedent under the Agreement which must be satisfied on the date of this Request is so satisfied. 5. This Request is irrevocable. By: [ ] SCHEDULE 4 CALCULATION OF THE MANDATORY COST

FOR AN ADDITIONAL OBLIGOR. Additional ObligorsADDITIONAL OBLIGORS 1. An Accession Deed, duly executed by the Company and the Additional Obligor. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor approving the terms of, and the transactions contemplated by, the Accession Deed. 4. A specimen of the signature of each person authorised on behalf of the Additional Obligor to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document. 5. In the case of an Additional Guarantor incorporated in the U.K. or (if required by its articles of association) The Netherlands, a copy of a resolution, signed by all of the holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession Deed. 6. If applicable, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor approving the resolution referred to in paragraph 5 above. 7. A certificate of an authorised signatory of the Additional Obligor: (a) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and (b) certifying that each copy document specified in Part II of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Deed. 8. If available, a copy of the latest audited accounts of the Additional Obligor. 9. Evidence that the agent of the Additional Obligor under the Finance Documents for service of process in New York has accepted its appointment.. SECURITY DOCUMENT(S) 1. Security Document(s) over its assets, duly executed by the Additional Obligor. 2. A copy of any notices required to be sent under the Security Document(s). 3. A copy of all transfers, share certificates, duly executed stock transfer forms or equivalent relating to assets charged by the Security Documents, if applicable. 4. A copy of the title deeds, if applicable. 5. Evidence that the procedure contemplated by sections 155-158 of the Companies Xxx 0000 has been completed in relation to any relevant Finance Document, if applicable.. 143 LEGAL OPINIONS 1. A legal opinion of Xxxxx & Xxxxx, legal advisers to the Facility Agent, addressed to the Finance Parties. 2. If the Additional Obligor is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, acceptable to the Facility Agent and addressed to the Finance Parties. OTHER DOCUMENTS AND EVIDENCE A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Deed or for the validity and enforceability of any Finance Document.. 144

FOR AN ADDITIONAL OBLIGOR. Additional ObligorsADDITIONAL OBLIGORS 1. An Accession DeedAgreement, duly executed by the Company CDFCUK and the Additional Obligor. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor approving the terms of, and the transactions contemplated by, the Accession DeedAgreement. 4. A specimen of the signature of each person authorised on behalf of the Additional Obligor to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document. 5. In the case of an Additional Guarantor incorporated in the U.K. or (if required by its articles of association) The NetherlandsU.K., a copy of a resolution, signed by all (or any lower percentage agreed by the Facility Agent) of the holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession DeedAgreement. 6. If applicable, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor approving the resolution referred to in paragraph 5 above. 7. A certificate of an authorised signatory of the Additional Obligor: (a) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and (b) certifying that each copy document specified in Part II 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession DeedAgreement. 8. If available, a copy of the latest audited accounts of the Additional Obligor. 9. Evidence that the agent of the Additional Obligor under the Finance Documents for service of process in New York has accepted its appointment.SECURITY DOCUMENT(s) 1. A Security Document(s) Agreement over its assets, duly executed by the Additional Obligor. 2. A copy of any notices required to be sent under the Security Document(s)that Agreement. 3. A copy of all transfers, share certificates, Share certificates and duly executed stock transfer forms or equivalent relating to assets charged in blank for any shares owned by the Security Documents, if applicable. 4Additional Obligors. A copy of the title deeds, if applicable. 5. Evidence that the procedure contemplated by sections 155-158 of the Companies Xxx 0000 has been completed in relation to any relevant Finance Document, if applicable.LEGAL OPINIONS 1. A legal opinion of Xxxxx Allen & XxxxxOvery, legal advisers to the Facility Agent, addressed to the Finance addresxxx xo txx Xxnance Parties. 2. If the Additional Obligor is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, acceptable to the Facility Agent and addressed to the Finance Parties. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Deed or for the validity and enforceability of any Finance Document.