Common use of Acceding Guarantors Clause in Contracts

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 substance satisfactory to it), an Accession Notice duly executed by itself and the relevant Additional Vessel Owner together with such other documents as the Administrative Agent may require, evidencing (x) the validity, due capacity, authorisation and execution of such Accession Notice by the Borrower and the relevant Additional Vessel Owner and (y) the appointment by such Additional Vessel Owner of an agent to accept service of process in England in respect of the Finance Documents to which such Additional Vessel Owner is from time to time a party. (c) Upon delivery of a duly executed Accession Notice to the Administrative Agent pursuant to paragraph (a) or (b) above, the Substitute Vessel Owner or the Additional Vessel Owner, as the case may be, being party to it, the other Obligors and the 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 Substitute Vessel Owner or Additional Vessel Owner, as the case may be, been an original party to this Agreement as an Original Guarantor, and such Substitute Vessel Owner or Additional Vessel Owner, as the case may be, shall become a party to this Agreement as an Acceding Guarantor.

Acceding Guarantors. (a) In Unless UPCF would still be in compliance with clause 11.1(w) without such entity becoming an Acceding Guarantor, UPCF shall procure that each entity which becomes a direct or indirect Subsidiary of UPCF after the event date of this Agreement (whether or not it is a change of legal and registered ownership of a Collateral Vessel from the owner of such Collateral Vessel to another wholly-wholly owned Subsidiary of UPCF), which is not an Unrestricted Subsidiary or pursuant to the Borrower Restructuring, becomes an Acceding Guarantor, within 60 days of it becoming a Subsidiary of UPCF by delivering to the Agent a Guarantor's Deed of Accession duly executed by such Subsidiary and UPCF. If it would be unlawful for any such entity to become an Acceding Guarantor it shall not be required to become an Acceding Guarantor provided that UPCF procures that other members of the Restricted Group become Acceding Guarantors 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 terms of this clause 9.17 within 60 days of UPCF becoming aware of such Collateral Vessel pursuant unlawfulness so as to Clause 26 ensure compliance with clause 11.1(w). (Guarantee and Indemnityb) 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 On or prior to the date of any transfer, sale or disposal by an Obligor to a member of the Restricted Group which is not an Obligor, UPCF shall deliver to the Agent a Guarantor's Deed of Accession duly executed by such legal member of the Restricted Group and registered ownership UPCF. (c) UPCF shall procure that, at the same time as a Guarantor's Deed of Accession is transferred delivered to such Substitute Vessel Ownerthe Agent, there is delivered to the Administrative Agent (all the documents and evidence listed in form and substance satisfactory to it)schedule 9, 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 part B 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 relevant Subsidiary or more member 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 substance satisfactory to it), an Accession Notice duly executed by itself and the relevant Additional Vessel Owner together with such other documents as the Administrative Agent may require, evidencing (x) the validity, due capacity, authorisation and execution of such Accession Notice by the Borrower and the relevant Additional Vessel Owner and (y) the appointment by such Additional Vessel Owner of an agent to accept service of process in England in respect of the Finance Documents to which such Additional Vessel Owner is from time to time a party. (c) Upon delivery of a duly executed Accession Notice to the Administrative Agent pursuant to paragraph (a) or (b) above, the Substitute Vessel Owner or the Additional Vessel OwnerRestricted Group, as the case may be, being party in each case in form and substance satisfactory to itthe Agent acting reasonably provided that a Share Security, as referred to in paragraph (b) of part B of schedule 9 and the relevant supporting documentation shall not be required to be delivered to the Agent where the relevant Subsidiary or member of the Restricted Group is becoming a member of the Restricted Group other than to ensure compliance with clause 11.1(w). (d) Delivery of a Guarantor's Deed of Accession duly executed by an Acceding Guarantor and UPCF constitutes confirmation by the relevant Acceding Guarantor (with respect to itself only) that the representations and warranties set out in clauses 10.1 and 10.2 to be made by it on the date of the Guarantor's Deed of Accession in accordance with clause 10.4 are correct as if made by it with reference to the facts and circumstances then existing. (e) Each Acceding Guarantor, before entering into such a Guarantor's Deed of Accession, shall comply with all relevant legislation in its country of incorporation, to the satisfaction of the Agent, to ensure that the proposed guarantee to be given is in compliance with any relevant provisions of such legislation and to ensure that the proposed guarantee to be given is to be legal valid and binding on the proposed Acceding Guarantor. (f) Each Secured Party irrevocably authorises the Security Agent to countersign each Guarantor's Deed of Accession on its behalf without any further consent of, or consultation with, any of the other Secured Parties. (g) Each of the other Obligors irrevocably authorises UPCF to countersign each Guarantor's Deed of Accession on its behalf without any further consent of or consultation with, any of the other Obligors. Representations and warranties 10.1 Repeated representations and warranties Each Obligor in respect of itself and its Material Subsidiaries which are members of the Restricted Group represents and warrants to each of the Secured Parties that: (a) Due incorporation all of the members of the Restricted Group which are not Immaterial Subsidiaries are duly incorporated and validly existing under the laws of the respective countries of their incorporation and have power to carry on their respective businesses as they are now being conducted and to own their respective property and other assets; (b) Power to borrow etc. each Obligor has power to execute, deliver and perform its obligations under this Agreement and the Finance PartiesSecurity Documents to which it is a party and, 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 Substitute Vessel Owner or Additional Vessel Owner, as in the case may beof the Borrowers, to borrow the Commitments; all necessary corporate, shareholder and other action has been an original party taken to authorise the execution, delivery and performance of the same and no limitation on the powers of the Borrowers to borrow or on the powers of any Guarantor to give guarantees will be exceeded as a result of borrowings under this Agreement, the issue of Telekabel Notes or as a result of the giving of the Guarantee (in the case of any Guarantor as limited, where appropriate, by clause 9.1); (c) Binding obligations this Agreement as an Original Guarantorconstitutes and any Telekabel Notes issued by it and the Security Documents to which it is a party, when executed and delivered by the relevant Obligor will constitute, valid and legally binding obligations of such Obligor enforceable in accordance with their respective terms subject to the qualifications contained in the legal opinions referred to in schedule 3 and mandatory provisions of law affecting creditors rights generally; (d) No conflict with other obligations the execution and delivery of, the performance of its obligations under, and such Substitute Vessel Owner or Additional Vessel Ownercompliance with the provisions of, as this Agreement, any Telekabel Notes and the case may be, shall become Security Documents to which it is a party by the Obligors will not (i) contravene in any material respect any existing material applicable law, statute, rule or regulation or any judgment, decree or permit to which any Obligor is subject, (ii) conflict with, or result in any material breach of any of the terms of, or constitute a default under, any material agreement or other instrument to which any Obligor is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of any Obligor's constitutive documents or (iv) save for the Encumbrances granted to the Secured Parties pursuant to the Security Documents, result in the creation or imposition of or oblige any member of the Restricted Group which is not an Immaterial Subsidiary to create any Encumbrance (other than a Permitted Encumbrance) on any member of the Restricted Group's undertakings, assets, rights or revenues; (e) No litigation save as set out in the Disclosure Letter, no litigation, arbitration or administrative proceeding is taking place, pending or, to the knowledge of the officers of any Obligor, threatened against any member of the Restricted Group which is not an Immaterial Subsidiary in which there is a reasonable likelihood of an adverse determination, and which if adversely determined against such member of the Restricted Group which is not an Immaterial Subsidiary would or is reasonably likely to have a Material Adverse Effect; (f) Financial statements correct and complete: (i) the audited consolidated financial statements of the UPC Group in respect of the financial year ended on 31 December 1998 and the financial statements of the relevant members of the Restricted Group which have been used in the preparation of the pro forma unaudited combined financial statements of the Restricted Group in respect of the financial year ended on 31st December 1998, which consolidated financial statements of the UPC Group and combined financial statements of the Restricted Group have each been delivered to the Agent, have been prepared in accordance with GAAP (except that the combined financial statements for the Restricted Group do not include all consolidated Subsidiaries to the extent that there are any Unrestricted Subsidiaries) which principles have been consistently applied and, in conjunction with the footnotes thereto, present fairly in all material respects in accordance with GAAP the consolidated financial position of the UPC Group and the combined financial position of the Restricted Group respectively as at such date and the consolidated results of the operations of the UPC Group and the combined results of the operations of the Restricted Group respectively for the financial year ended on such date; and (ii) the unaudited Quarterly Management Accounts for the UPC Group and the Restricted Group respectively in respect of the Quarterly Period ended 31st March 1999 as delivered to the Agent have been prepared in accordance with GAAP (other than year end adjustments and absence of footnotes) which principles have been consistently applied and present fairly in all material respects in accordance with GAAP the results of the operations of the UPC Group and the Restricted Group for such Quarterly Period as at such date. 10.2 Further representations and warranties Each Obligor in respect of itself and its Material Subsidiaries which are members of the Restricted Group further represents and warrants to each of the Secured Parties that: (a) Choice of law the choice by the Obligors of English law to govern this Agreement as an Acceding Guarantor.and any Telekabel Note and the submission by the Obligors to the non-exclusive jurisdiction of the High Court of Justice in England are valid and binding;

Acceding Guarantors. 19.17.1 The Ultimate Holding Company undertakes to procure that: (a) In the event aggregate turnover, fixed and current assets and the contribution to EBITDA of the Obligors at all times are equal to or more than 85 per cent, of the turnover, fixed and current assets and EBITDA of the Group (excluding for the avoidance of doubt the turnover and fixed and current assets of any Special Purpose Subsidiary), as determined by reference to the latest financial statements of the Obligors and the Group delivered to the Agent under clause 21.1.4 (Financial statements) provided that (i) no Special Purpose Subsidiary shall be required to become an Obligor pursuant to this clause 19.17.1 (Guarantee and indemnity), and (ii) EBITDA shall be calculated in accordance with the Testing Accounting Principles; (b) HoldCo and any of its Subsidiaries which are also Holding Companies of the Original Borrower become Guarantors no later than the time at which they become a change Holding Company of legal the Original Borrower; (c) Intermediate HoldCo and registered ownership any Holding Company of Intermediate HoldCo which is also a Collateral Vessel from the owner of such Collateral Vessel to another wholly-owned Subsidiary of the Original Borrower become Guarantors no later than the effective date of the Intermediate HoldCo Scheme; (d) each Group Member which is the holder of a Licence which is material in accordance with Clause 22.7(cthe context of the business, assets or financial condition of the Group (taken as a whole) is an Obligor; and (Disposalse) and Clause 22.17(c) (Acquisitions and Investments) (no Subsidiary of the Ultimate Holding Company which is not an Obligor shall issue, or give any guarantee in respect of, any Debt Instrument in a “Substitute Vessel Owner”), the guarantee granted by the previous Collateral Vessel Owner principal amount in excess of US$50,000,000 other than a Special Purpose Subsidiary 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. Non-Recourse Liabilities. 19.17.2 The Borrower Ultimate Holding Company shall procure that on or prior any Group Member which may be required to become an Obligor in order to comply with clause 19.17.1 enters into and delivers to the date such legal Agent a Deed of Guarantor Accession together with the documents and registered ownership is transferred evidence set out in Schedule 7 (Documents and evidence to such Substitute Vessel Owner, there is be delivered to the Administrative Agent (by Acceding Guarantors) in form and substance satisfactory to itthe Agent, in accordance with clauses 19.17.3, 19.17.4 or 19.17.6 as appropriate. 19.17.3 Where a Group Member is required to become a Guarantor in order to comply with clause 19.17.1(a) or (d), 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 delivery to the terms Agent 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 items referred to above) by each in clause 19.17.2 shall be effected within thirty days of the parties thereto date of delivery of financial statements pursuant to clause 21.1.4 (Financial statements) demonstrating that the turnover, fixed and (z) the appointment by such Substitute Vessel Owner of an agent current assets or contribution 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 EBITDA of the Obligors is to assume guarantee obligations (as contemplated under Clause 22.4(c) (Guarantees))in aggregate fell below 85 per cent, of the Borrower shall procure that on turnover, fixed and current assets or prior to EBITDA of the date such guarantee obligations are assumed, there is delivered to the Administrative Agent (in form and substance satisfactory to it), an Accession Notice duly executed by itself and Group or the relevant Additional Vessel Owner together with such other documents as Group Member becoming the Administrative Agent may require, evidencing (x) the validity, due capacity, authorisation and execution of such Accession Notice by the Borrower and the relevant Additional Vessel Owner and (y) the appointment by such Additional Vessel Owner of an agent to accept service of process in England in respect of the Finance Documents to which such Additional Vessel Owner is from time to time a party. (c) Upon delivery holder of a duly executed Accession Notice to the Administrative Agent pursuant to paragraph relevant Licence (a) or (b) above, the Substitute Vessel Owner or the Additional Vessel Owner, as the case may be). 19.17.4 Where a Group Member is required to become a Guarantor in order to comply with clause 19.17.1(e) the delivery to the Agent of the items referred to in clause 19.17.2 shall be effected on or before the date on which such Subsidiary issues, being or gives a guarantee in respect of, the relevant Debt Instrument. 19.17.5 Where a Group Member is required to become a Guarantor in order to comply with clause 19.17.1(b) the delivery to the Agent of the items referred to in clause 19.17.2 shall be effected on or before the date on which such Group Member becomes a Holding Company of the Original Borrower. 19.17.6 Where a Group Member is required to become a Guarantor in order to comply with clause 19.17.1(c) the delivery to the Agent of the items referred to in clause 19.17.2 shall be effected on or before the effective date of the Intermediate HoldCo Scheme. 19.17.7 The Agent may at the written request of the Ultimate Holding Company permit the extension of any period referred to in clause 19.17.3 (Acceding Guarantors) for such further period as the Agent shall consider appropriate (acting reasonably), where the Ultimate Holding Company provides confirmation satisfactory to the Agent that, by virtue of either the need to comply with legal requirements in one or more relevant jurisdiction(s), or the need to obtain consent of a third party to itthe entry into the Deed of Guarantor Accession, the other Obligors time period imposed in clause 19.17.3 (Acceding Guarantors) cannot be complied with. At the same time as making any such request, the Ultimate Holding Company shall submit to the Agent details of the relevant legal requirements or requisite third party consent(s) together with details of the steps taken and proposed, to comply with such requirement or to obtain such consent. 19.17.8 The Ultimate Holding Company may request the Agent in writing to, and the Finance PartiesAgent, 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 Substitute Vessel Owner or Additional Vessel Owner, as acting in accordance with the case may be, been an original party to this Agreement as an Original Guarantor, and such Substitute Vessel Owner or Additional Vessel Owner, as instructions of the case may beMajority Lenders, shall become a party extend any of the periods referred to this Agreement as an in clauses 19.17.3, 19.17.4 and 19.17.6 (Acceding GuarantorGuarantors).

Acceding Guarantors. (a) In To 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 extent legally possible, the Borrower in accordance with Clause 22.7(cshall procure that as soon as reasonably practicable all entities which become Subsidiaries (other than those which are dormant and do not hold any licences or other material assets) become Acceding Guarantors by delivering to the Agent (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 (as soon as is reasonably practicable following receipt by the Administrative Agent Borrower of a written request of notice from the Agent requiring such action) Deeds of Guarantor Accession duly executed by such Subsidiaries and the Borrower. (b) be automatically released subject to To the accession of such Substitute Vessel Owner to this Agreement as an Acceding Guarantor in accordance with this Clause 23. The extent legally possible the Borrower shall procure that on or prior that, at the same time as a Deed of Guarantee Accession is delivered to the date such legal and registered ownership is transferred to such Substitute Vessel OwnerAgent, there is delivered to the Administrative Agent (all the documents and evidence listed in schedule 9, part B in respect of the relevant Subsidiary in each case 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 substance satisfactory to it), an Accession Notice duly executed by itself and the relevant Additional Vessel Owner together with such other documents as the Administrative Agent may require, evidencing (x) the validity, due capacity, authorisation and execution of such Accession Notice by the Borrower and the relevant Additional Vessel Owner and (y) the appointment by such Additional Vessel Owner of an agent to accept service of process in England in respect of the Finance Documents to which such Additional Vessel Owner is from time to time a partyacting reasonably. (c) Upon delivery Delivery of a Deed of Guarantor Accession duly executed by an Acceding Guarantor and the Borrower constitutes confirmation by the relevant Acceding Guarantor that the representations and warranties set out in clause 11 to be made by it on the date of the Deed of Guarantor Accession Notice in accordance with clause 11.21 are correct as if made by it with reference to the Administrative facts and circumstances then existing. (d) To the extent legally possible in any Relevant Jurisdiction, each Acceding Guarantor, before entering into such a Deed of Guarantor Accession, shall comply with all the relevant legislation in its country of incorporation to the reasonable satisfaction of the Agent, to ensure that the proposed guarantee to be given is in compliance with any relevant provisions of such legislation and to ensure that the proposed guarantee 37 45 to be given is, subject to the Reservations, to be legal valid and binding on the proposed Acceding Guarantor. (e) Each Finance Party irrevocably authorises the Agent pursuant to paragraph countersign each Deed of Guarantor Accession on its behalf without any further consent of, or consultation with any of the Finance Parties (af) or (b) above, the Substitute Vessel Owner or the Additional Vessel Owner, as the case may be, being party to it, Each of the other Obligors irrevocably authorises the Borrower to countersign each Deed of Guarantor Accession on its behalf without any further consent of, or consultation with, any of the other Obligors 11.1 REPRESENTATIONS The Parent, in respect of itself and each other Group Member, and each Obligor in respect of itself only, represents and warrants to each of the 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 Substitute Vessel Owner or Additional Vessel Owner, as Parties that all the case may be, been an original party matters described in clauses 11.2 to 11.20 are true and accurate on the date of this Agreement as an Original Guarantor, and such Substitute Vessel Owner or Additional Vessel Owner, as the case may be, shall become a party to this Agreement as an Acceding GuarantorAgreement.

Acceding Guarantors. (a) In To the event of a change of legal and registered ownership of a Collateral Vessel from extent legally possible, the owner of such Collateral Vessel to another wholly-owned Borrower shall procure that each Material Subsidiary of the Borrower in accordance with Clause 22.7(c(other than the Original Guarantors) (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 become an Acceding Guarantor either (i) in accordance with the case of a company which is a member of the Group as at the date of this Clause 23. Agreement within 30 days of it ceasing to be an Immaterial Subsidiary or (ii) in any other case within 30 days of it becoming a Subsidiary of the Borrower by delivering to the Agent a Guarantor's Deed of Accession duly executed by such Subsidiary and the Borrower. (b) The Borrower shall procure that on or prior that, at the same time as a Guarantor's Deed of Accession is delivered to the date such legal and registered ownership is transferred to such Substitute Vessel OwnerAgent, there is delivered to the Administrative Agent (all the documents and evidence listed in schedule 9, part B in respect of the relevant Subsidiary in each case 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 substance satisfactory to it), an Accession Notice duly executed by itself and the relevant Additional Vessel Owner together with such other documents as the Administrative Agent may require, evidencing (x) the validity, due capacity, authorisation and execution of such Accession Notice by the Borrower and the relevant Additional Vessel Owner and (y) the appointment by such Additional Vessel Owner of an agent to accept service of process in England in respect of the Finance Documents to which such Additional Vessel Owner is from time to time a partyacting reasonably. (c) Upon delivery Delivery of a Guarantor's Deed of Accession duly executed by an Acceding Guarantor and the Borrower constitutes confirmation by the relevant Acceding Guarantor (with respect to itself only) that the representations and warranties set out in clauses 11.1(a) to (e) inclusive and 11.2(a), (b), (c), (g) and (h) to be made by it on the date of the Guarantor's Deed of Accession Notice in accordance with clause 11.4 are correct as if made by it with reference to the Administrative facts and circumstances then existing. (d) To the extent legally possible in any Relevant Jurisdiction, each Acceding Guarantor, before entering into such a Guarantor's Deed of Accession, shall comply with all relevant legislation in its country of incorporation, to the satisfaction of the Agent, to ensure that the proposed guarantee to be given is in compliance with any relevant provisions of such legislation and to ensure that the proposed guarantee to be given is to be legal valid and binding on the proposed Acceding Guarantor. (e) Each Secured Party irrevocably authorises the Security Agent pursuant to paragraph countersign each Guarantor's Deed of Accession on its behalf without any further consent of, or consultation with, any of the other Secured Parties. (af) or (b) above, the Substitute Vessel Owner or the Additional Vessel Owner, as the case may be, being party to it, Each of the other Obligors and irrevocably authorises the Finance PartiesBorrower to countersign each Guarantor's Deed of Accession on its behalf without any further consent of or consultation with, will assume such obligations towards one another and/or acquire such rights against each any of the other as they would each have assumed or acquired had such Substitute Vessel Owner or Additional Vessel Owner, as the case may be, been an original party to this Agreement as an Original Guarantor, and such Substitute Vessel Owner or Additional Vessel Owner, as the case may be, shall become a party to this Agreement as an Acceding GuarantorObligors.