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SYT » Topics » PART 2 TO BE DELIVERED BY AN ADDITIONAL BORROWER

This excerpt taken from the SYT 20-F filed Mar 16, 2005.

PART 2

TO BE DELIVERED BY AN ADDITIONAL BORROWER

1. A Borrower Accession Agreement, duly executed by the Additional Borrower and the Parent.
 
2. A copy of the memorandum and articles of association and certificate of incorporation of the Additional Borrower.
 
3. A copy of a resolution of the board of directors of the Additional Borrower:
 
  (a) approving the terms of, and the transactions contemplated by, the Borrower Accession Agreement and resolving that it execute the Borrower Accession Agreement;
 
  (b) authorising a specified person or persons to execute the Borrower Accession Agreement on its behalf; and
 
  (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including Requests) to be signed and/or despatched by it under or in connection with this Agreement.
 
4. A copy of any other authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Borrower Accession Agreement or for the validity and enforceability of any Finance Document.
 
5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
 
6. A certificate of a director of the Additional Borrower certifying that the borrowing of the Total Commitments in full would not cause any borrowing limit binding on it to be exceeded.
 
7. The latest audited accounts of the Additional Borrower (if any).
 
8. A legal opinion of Allen & Overy LLP, legal advisers to the Agent and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Borrower, addressed to the Finance Parties.
 
9. A certificate of an Authorised Signatory of the Additional Borrower certifying that each copy document specified in Part 2 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Borrower Accession Agreement.
 
10. For any Additional Borrower which is not incorporated under the laws of England and Wales, evidence that an agent for service of process in England (and which is acceptable to the Agent) has accepted its appointment.
 
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