Accession Documents amend Part 2 of Schedule 2 (Conditions Precedent Documents) and Clause 29.8(a)(v) (Additional Obligors) of the Credit Agreement in order that any member of the Borrower Group or any Permitted Affiliate Parent (as applicable) may accede to the Credit Agreement as an Additional Borrower or an Additional Guarantor under Clause 29.8 (Additional Obligors) without having to enter into Security Documents as required by the Facility Agent as a condition to such accession provided, for the avoidance of doubt, that such Security Documents will be entered into by the relevant acceding party within any original applicable grace period for such accession.
Accession Documents. Amend part 2 of Schedule 2 (Conditions Precedent Documents) and Clause 21.23(a)(ii) (Further Assurance) of the Credit Agreement in order that any member of the Group or any Permitted Affiliate Parent (as applicable) may accede to the Credit Agreement as an Additional Borrower under Clause 29.9 (Additional Borrowers) or as an Additional Guarantor under Clause 29.10 (Additional Guarantors) without having to enter into Security Documents as required by the Facility Agent as a condition to such accession provided, for the avoidance of doubt, that such Security Documents will be entered into by the relevant acceding party within any original applicable grace period for such accession.
Accession Documents. The Facility Agent will promptly countersign each Creditor/Agent Accession Undertaking (as defined in the Bidco Intercreditor Agreement) required for accession of the relevant parties to the Bidco Intercreditor Agreement.
Accession Documents amend paragraph 4 (Security Documents) of Schedule 8 (Accession Documents) and Clause 23.26(b)(iv) (Further Assurance) of the Credit Agreement in order that any member of the Bank Group or any Permitted Affiliate Parent (as applicable) may accede to the Credit Agreement as an Additional Borrower under Clause 25.2 (Additional Borrowers) or as an Additional Guarantor under Clause 25.3 (Additional Guarantors) without having to enter into Security Documents as required by the Facility Agent as a condition to such accession provided, for the avoidance of doubt, that such Security Documents will be entered into by the relevant acceding party within any original applicable grace period for such accession.
Accession Documents. (a) Prior to any disposal of a Collateral Vessel to a Substitute Vessel Owner pursuant to Clause 19.12(b)(i) (Disposal of Assets and Collateral Vessel Substitution) (whether in relation to the Permitted Sale and Leaseback or otherwise), the Parent Guarantor shall procure that there is delivered to the Administrative Agent an Accession Notice duly executed by itself, each Borrower (as applicable) and the relevant Substitute Vessel Owner, together with the documents set out in Part III of Schedule 6 (Accession Documents) (in each case, to the extent reasonably required by the Administrative Agent).
(b) Prior to any substitution of a New Vessel for one or more existing Collateral Vessels pursuant to Clause 19.12(b)(ii) (Disposal of Assets and Collateral Vessel Substitution) (whether in relation to the Permitted Sale and Leaseback or otherwise), the Parent Guarantor shall procure that there is delivered to the Administrative Agent the documents set out in Part III of Schedule 6 (Accession Documents) (in each case, to the extent reasonably required by the Administrative Agent).
Accession Documents. Evidence that Talisman Expro Limited has acceded to this Agreement and the Intercreditor Agreement as an Additional Borrower and an Additional Guarantor.
Accession Documents. An original Accession Letter executed by CSL under the terms of which CSL accedes to the Original Facility Agreement as an Additional Guarantor. Linklaters Xxxxxxxxxx XXX Xxx Xxxx Xxxxxx Xxxxxx XX0X 0XX Telephone (+00) 00 0000 0000 Facsimile (+00) 00 0000 0000 Ref Xxxx Xxxxxx/Xxxxxxxx Xxxxxxx 1 DEFINITIONS AND INTERPRETATION 1 2 THE FACILITIES 21 3 PURPOSE 22 4 CONDITIONS OF UTILISATION 22 5 UTILISATION — REVOLVING FACILITY LOANS 25 6 UTILISATION — BANK GUARANTEE 26 8 REPAYMENT OF REVOLVING FACILITY LOANS AND BANK GUARANTEES 33 10 INTEREST 40 11 INTEREST PERIODS 41 12 CHANGES TO THE CALCULATION OF INTEREST 41 13 FEES 42 14 TAX GROSS UP AND INDEMNITIES 44 15 INCREASED COSTS 48 16 OTHER INDEMNITIES 49 17 MITIGATION BY THE LENDERS 50 18 COSTS AND EXPENSES 50 19 GUARANTEE AND INDEMNITY 52 20 REPRESENTATIONS 56 21 INFORMATION UNDERTAKINGS 62 22 FINANCIAL COVENANTS 67 23 GENERAL UNDERTAKINGS 70 24 CSL ADDITIONAL COVENANTS AND UNDERTAKINGS 76 25 EVENTS OF DEFAULT 77 26 CHANGES TO THE LENDERS 82 27 CHANGES TO THE OBLIGORS 85 28 ROLE OF THE AGENT AND THE ARRANGER 87 29 ROLE OF THE SECURITY AGENT 92 30 EXPENSES 97 31 ORDER OF APPLICATION 97 32 CONDUCT OF BUSINESS BY THE FINANCE PARTIES 97 33 SHARING AMONG THE FINANCE PARTIES 98 34 PAYMENT MECHANICS 100 35 SET-OFF 103 36 NOTICES 103 37 CALCULATIONS AND CERTIFICATES 104 38 PARTIAL INVALIDITY 105 39 REMEDIES AND WAIVERS 105 40 AMENDMENTS AND WAIVERS 105 41 COUNTERPARTS 106 42 GOVERNING LAW 107 43 ENFORCEMENT 107
Accession Documents. Evidence that the Acceding Group Company has acceded to the Intercreditor Agreement as an Intra-Group Lender and Debtor.
Accession Documents. Evidence that the Acceding Group Company or security provider has acceded to the Bidco Intercreditor Agreement as an InterGroup Creditor, InterGroup Debtor and/or Obligor (as applicable). To: [●] as Facility Agent To: [●] as Security Agent [Date] Dear Sirs This Deed is dated [●] and relates to:
(a) the facilities agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) whereby certain facilities were made available to the Borrowers under the guarantee of the Guarantors, by a Group of banks and other financial institutions on whose behalf [●] acts as Facility Agent in connection therewith;
(b) [●] Terms defined in the Facilities Agreement shall have the same meaning in this Additional Facility Accession Deed. We refer to Clause 2.6 (Additional Facilities) of the Facilities Agreement. [Unless otherwise indicated herein, the terms of this Additional Facility Accession Deed shall be consistent in all material respects with the terms of the Facilities Agreement including, without limitation, with respect to interest period, conditions precedent, tax gross-up provisions and indemnity provisions, representations and warranties, utilisation mechanics, cancellation and prepayment (including the treatment of this Additional Facility Accession Deed under the prepayment waterfall), fees, costs and expenses, transfers, voting, amendments and waivers, financial and non-financial covenants and events of default.] No Utilisation may be made of the Additional Facility made available pursuant to this Additional Facility Accession Deed, if, at the time of such Utilisation, an Event of Default is continuing or would result from such Utilisation. This Additional Facility Accession Deed is made as a [term loan/revolving loan]. [Each of] [Name of Additional Facility Lender(s)] agrees to become party to and to be bound by the terms of the Facilities Agreement as an Additional Facility Lender in accordance with Clause 2.6 (Additional Facilities). The aggregate principal amount of the Additional Facility being made available under this Additional Facility Accession Deed is EUR/US$ [●]. The Additional Facility Availability Period is [●]. Interest on the Additional Facility will accrue and be payable as follows: [●]. The Additional Facility Margin is [●] per annum. The Final Maturity Date in respect of the Additional Facility is [●]. Use of proceeds: [●]. The Additional Facility shall be repaid as follows: [●]. The Additional Fac...
Accession Documents
