Common use of Accession of Guarantors Clause in Contracts

Accession of Guarantors. (a) Subject to compliance with Clause 24 (Know Your Customer Requirements), the Company may at any time request that Holdco becomes a Guarantor (the "Acceding Entity"). That entity shall become a Guarantor if: (i) the Company and the Acceding Entity deliver to the Interim Facility Agent a duly completed and executed Accession Letter; (ii) the Company confirms that no Major Event of Default is continuing or would occur as a result of the Acceding Entity becoming a Guarantor; and (iii) the Interim Facility Agent has received (or waived the requirement to receive) all of the documents and evidence referred to in paragraph 15 of Schedule 5 (Conditions Precedent) in form and substance satisfactory to it (acting on the instructions of the Interim Lenders (acting reasonably)); (b) The Interim Facility Agent shall notify the Company and the Interim Lenders promptly upon being satisfied that it has received (or waived the requirement to receive) all the documents and referred to in paragraph 15 of Schedule 5 (Conditions Precedent) in form and substance satisfactory to it. (c) Other than to the extent that the Interim Lenders notify the Interim Facility Agent in writing to the contrary before the Interim Facility Agent gives the notification described in paragraph (b) above, the Interim Lenders authorise (but do not require) the Interim Facility Agent to give that notification. The Interim Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. (d) The Guarantor by its execution of an Accession Letter irrevocably appoints the Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Interim Documents and irrevocably authorises: (i) the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Interim Finance Parties and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by the Company notwithstanding that they may affect the Guarantor, without further reference to or the consent of that Guarantor; and (ii) each Interim Finance Party to give any notice, demand or other communication to that Guarantor pursuant to the Interim Documents to the Company, and in each case the Guarantor shall be bound as though the Guarantor itself had given the notices and instructions (including, without limitation, any Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

Accession of Guarantors. (a) Subject to compliance with Clause 24 (Know Your Customer Requirements), the Company 37.1 Request for Guarantor The Parent may at any time request that Holdco becomes any member of the UK Group become a Guarantor by delivering to the Agent a Guarantor Accession Memorandum duly executed by the Parent and such member of the UK Group, together with the documents and other evidence listed in Part A (Accession Conditions Precedent) and Part B (Security Documentation) of Schedule 9 (Additional Conditions Precedent) in relation to such subsidiary. 37.2 Guarantor Conditions Precedent A company, in respect of which the "Acceding Entity"). That entity Parent has delivered a Guarantor Accession Memorandum to the Agent, shall become a Guarantor and assume all the rights, benefits and obligations of a Guarantor as if it had been an original party hereto as a Guarantor on the date on which the Agent notifies the Parent that it has received, in form and substance satisfactory to it, all the documents and other evidence listed in Part A (Accession Conditions Precedent) and Part B (Security Documentation) of Schedule 9 (Additional Conditions Precedent). 37.3 Resignation of a Guarantor The Parent may request that a Guarantor (other than the Parent) ceases to be a Guarantor by delivering to the Agent a Resignation Notice. The Agent shall accept such Resignation Notice and notify the Parent of its acceptance (whereupon such Guarantor shall immediately cease to be a Guarantor and shall have no further rights, benefits or obligations hereunder) if: 37.3.1 the Agent has received evidence, in form and substance satisfactory to it, confirming that after the release of such a Guarantor the requirements of Clause 22.25 (iGuarantors) the Company and the Acceding Entity deliver will continue to the Interim Facility Agent a duly completed and executed Accession Letter;be satisfied; or (ii) the Company confirms that no Major 37.3.2 an Instructing Group has consented to such request, unless on such date an Event of Default or Potential Event of Default is continuing or would occur as a result of such cessation. 37.4 NTL Triangle Accession The Parent may request that all the Acceding Entity becoming a Guarantor; and (iii) members of the Interim Facility NTL Triangle Sub-Group become Guarantors by delivering to the Agent has received (or waived Guarantor Accession Memoranda duly executed by the requirement to receive) all Parent and the members of the NTL Triangle Sub-Group, together with the documents and other evidence referred to listed in paragraph 15 Part A (Accession Conditions Precedent) and Part B (Security Documentation) of Schedule 5 9 (Additional Conditions Precedent) in form relation to such members of the NTL Triangle Sub-Group. 37.5 NTL Triangle Accession Conditions Precedent The members of the NTL Triangle Sub-Group, in respect of which the Parent has delivered Guarantor Accession Memoranda to the Agent, shall became Guarantors and substance satisfactory to each assume all the rights, benefits and obligations of a Guarantor as if it (acting had been an original party hereto as a Guarantor on the instructions of date on which the Interim Lenders (acting reasonably)); (b) The Interim Facility Agent shall notify notifies the Company and the Interim Lenders promptly upon being satisfied Parent that it has received (or waived the requirement to receive) all the documents and referred to in paragraph 15 of Schedule 5 (Conditions Precedent) received, in form and substance satisfactory to it.: 37.5.1 all the documents and other evidence listed in Part A (cAccession Conditions Precedent) Other and Part B (Security Documentation) of Schedule 9 (Additional Conditions Precedent); 37.5.2 a pro forma business plan (over a period ending no earlier than 31 December in the year of the Term Final Maturity Date), together with the key operating assumptions relating thereto, such pro forma business plan demonstrating to the extent that the Interim Lenders notify the Interim Facility Agent in writing to the contrary before the Interim Facility Agent gives the notification described in paragraph (b) above, the Interim Lenders authorise (but do not require) the Interim Facility Agent to give that notification. The Interim Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. (d) The Guarantor by its execution satisfaction of an Accession Letter irrevocably appoints the Company (Instructing Group, acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Interim Documents and irrevocably authorisesgood faith: (ia) pro forma compliance with the Company on its behalf to supply all information concerning itself contemplated by this Agreement to financial covenants set out in Clause 21 (Financial Condition) until the Interim Finance Parties and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by the Company notwithstanding that they may affect the Guarantor, without further reference to or the consent of that GuarantorTerm Final Maturity Date; and (iib) each Interim Finance Party to give any notice, demand or that amounts available for drawdown under the Revolving Facility and under other communication to that Guarantor pursuant financing sources committed to the Interim Documents UK Group are sufficient to meet the UK Group's projected financing needs until the Term Final Maturity Date; and 37.5.3 representations from the Parent to the CompanyFinance Parties (in the form agreed by the Agent, and acting reasonably) in each case the Guarantor shall be bound as though the Guarantor itself had given the notices and instructions (including, without limitation, any Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communicationrelation to such a business plan.