Acceding Guarantors. (a) Subject to paragraph (b) below, the Company may, upon not less than 5 Business Days prior written notice to the Facility Agent, request that any member of the Bank Group becomes an Acceding Guarantor under this Agreement.
(b) Such member of the Bank Group may become an Acceding Guarantor if:
(i) the Company delivers to the Facility Agent a duly completed and executed Accession Notice;
(ii) the Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group becoming an Acceding Guarantor; and
(iii) the Facility Agent has received all of the documents and other evidence listed in Part 4 of Schedule 5 (Accession Documents) in relation to that member of the Bank Group, each in form and substance satisfactory to the Facility Agent, acting reasonably.
(c) The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above have been satisfied.
Acceding Guarantors. (a) In the event of a change of legal and registered ownership of a Collateral Vessel from the owner of such Collateral Vessel to another wholly-owned Subsidiary of the Borrower in accordance with Clause 22.7(c) (Disposals) and Clause 22.17(c) (Acquisitions and Investments) (a “Substitute Vessel Owner”), the guarantee granted by the previous Collateral Vessel Owner in respect of such Collateral Vessel pursuant to Clause 26 (Guarantee and Indemnity) shall (following receipt by the Administrative Agent of a written request of from the Borrower) be automatically released subject to the accession of such Substitute Vessel Owner to this Agreement as an Acceding Guarantor in accordance with this Clause 23. The Borrower shall procure that on or prior to the date such legal and registered ownership is transferred to such Substitute Vessel Owner, there is delivered to the Administrative Agent (in form and substance satisfactory to it), an Accession Notice (together with such security and subordination documentation as the Administrative Agent may require, including but not limited to a Mortgage and (if applicable) a Deed of Covenant in respect of such Collateral Vessel) duly executed by itself (if applicable) and the relevant Substitute Vessel Owner together with such other documents as the Administrative Agent may require (in each case, in form and substance satisfactory to it), evidencing (w) the right of such Substitute Vessel Owner to rely (as a beneficiary) on the Performance Guarantee on the same basis as the other Collateral Vessel Owners (x) the accession of such Substitute Vessel Owner to the terms of the Transaction Documents (in addition to this Agreement) to which the Collateral Vessel Owners are collectively a party (y) the validity, due capacity, authorisation and execution of such Accession Notice (and subordination, security and other documentation referred to above) by each of the parties thereto and (z) the appointment by such Substitute Vessel Owner of an agent to accept service of process in England in respect of the Finance Documents to which such Substitute Vessel Owner is from time to time a party.
(b) In relation to each Additional Vessel Owner (if any) in respect of which one or more of the Obligors is to assume guarantee obligations (as contemplated under Clause 22.4(c) (Guarantees)), the Borrower shall procure that on or prior to the date such guarantee obligations are assumed, there is delivered to the Administrative Agent (in form and s...
Acceding Guarantors. (a) If audited financial statements of the Group prepared in accordance with clause 12.1(f)(i)(B) show that:
(i) the aggregate EBITDA of all the Guarantors for the period to which those financial statements relate is less than eighty five per cent. of the Consolidated EBITDA for the period to which those financial statements relate, as shown in those financial statements; and/or
(ii) the aggregate amount of the total assets (determined in accordance with GAAP) of all the Guarantors is less than eighty five per cent. of the Total Assets of the Group as at the end of the period to which those financial statements relate, as shown in those financial statements; and/or
(iii) the aggregate amount of the net revenues (determined in accordance with GAAP) of all the Guarantors in the period to which those financial statements relate is less than eighty five per cent of the aggregate net revenues of the Group during the period to which those financial statements relate (determined in accordance with GAAP), as shown in those financial statements, the Borrower shall procure that, within 30 days of the receipt of such financial statements by the Agent, such Subsidiaries of the Borrower (which are not already Guarantors) become Guarantors in accordance with this clause 10.16 as is necessary in order to ensure that none of the circumstances described in clauses 10.16(a)(i), (ii) or (iii) exists or continues to subsist.
(b) Notwithstanding clause 10.16(a), the Agent may (if it so determines or any Bank so requests) require the Borrower to recalculate the contribution of the Guarantors to Consolidated EBITDA, Total Assets of the Group and/or aggregate net revenues by reference to the most recently provided Quarterly Management Accounts provided that, unless there is a Default subsisting (in which circumstances no such restriction shall apply) the Agent shall not be entitled (or required by any Bank) to require a recalculation pursuant to this clause 10.16(b) more than once in any six month period. The Borrower shall carry out such recalculation and provide a copy thereof (in reasonable detail) to the Agent within 14 days of a request to the Borrower pursuant to this clause 10.16(b). If any recalculation shows that any of the circumstances described in clauses 10.16(a)(i), (ii) or (iii) exist, the Borrower shall procure that within 30 days of receipt of the recalculation by the Agent, such Subsidiaries of the Borrower (which are not already Guarantors) become Guarantors in...
Acceding Guarantors. (a) TCN may, upon not less than 3 Business Days’ prior written notice to the Facility Agent, request that any member of the TCN Group (or, immediately prior to the effective date of the Integrated Merger Event, any member of the Target Group) becomes an Acceding Guarantor under this Agreement.
(b) TCN shall procure that there is delivered, for the purposes of paragraph (a) above, an Accession Notice duly executed by itself and the relevant member of the TCN Group or the Target Group together with the documents set out in Part 2 of Schedule 7 (Accession Documents) and such other documents (including any new Security Documents) as the Facility Agent may reasonably require, in relation to such member of the TCN Group or the Target Group all in form and substance satisfactory to the Facility Agent, acting reasonably.
Acceding Guarantors. (a) Subject to Clause 24.9 (Further Guarantors and Security), Bidco will procure that there is delivered to the Facility Agent in respect of each Subsidiary of Bidco which becomes a Material Subsidiary after the date of this Agreement an Accession Notice duly executed by itself and the relevant Subsidiary together with the documents set out in Part B of Schedule 7 (Accession Documents) and such other documents (including any new Security Documents) as the Facility Agent may reasonably require, in relation to such Subsidiary all in form and substance satisfactory to the Facility Agent. The Accession Notice and the other documents set out in Part B of Schedule 7 (Accession Documents) shall be delivered to the Facility Agent within 30 Business Days of the relevant member of the Group having been required to become a Guarantor by the Facility Agent or, in the case of companies so required as an immediate result of the Acquisition, as soon as reasonably practicable, and in any event within 90 days following the Completion Date.
(b) Upon delivery of a duly executed Accession Notice to the Facility Agent, the Subsidiary party to it, the other Obligors and the Senior Finance Parties, will assume such obligations towards one another and/or acquire such rights against each other as they would each have assumed or acquired had such Subsidiary been an original party to this Agreement and the Intercreditor Deed as an Original Guarantor, and such Subsidiary shall become a party to this Agreement and thereto as an Acceding Guarantor.
Acceding Guarantors. The liability of any member of the Group which grants a guarantee by entering into an Accession Notice shall be subject to any limitations contained in that Accession Notice.
Acceding Guarantors. 10.18.1 The Original Borrower shall procure that each Material Subsidiary of the Original Borrower (other than the Original Guarantors) becomes an Acceding Guarantor either:
(a) in the case of a person which is a member of the Group on the date of this Agreement within 15 days of it becoming a Material Subsidiary; or
(b) in the case of a person which becomes a Subsidiary of the Original Borrower after the date of this Agreement in the event that such Subsidiary is a Material Subsidiary within 15 days of that person becoming a Subsidiary of the Original Borrower,
Acceding Guarantors. Subject to paragraph (b) below, the Company may, upon not less than 3 Business Days’ prior written notice to the Facility Agent, request that any member of the Bank Group becomes an Acceding Guarantor under this Agreement.
Acceding Guarantors. In the case of a Subsidiary of the Borrower which becomes a party to this Agreement after 22 April 1999, the representations and warranties in clauses 11.1(a) to (f) (inclusive), 11.1(i), 11.1(j), 11.1(l), 11.1(m), 11.2(c) and 11.2(d), shall be deemed to be repeated by the Borrower and that Obligor on the date that such Obligor executes a Deed of Guarantor Accession.
Acceding Guarantors. 70 10 Representations and warranties...................................72 10.1 Repeated representations and warranties.................72 10.2 Further representations and warranties..................74 10.3 First Drawing representations and warranties............76 10.4 Repetition..............................................79
