Accession of Hedge Counterparties. Any person which becomes a party to the Intercreditor Agreement as a Hedge Counterparty shall, at the same time, become a Party to this Agreement as a Hedge Counterparty in accordance with Clause 20.13 (Creditor/Creditor Representative Accession Undertaking) of the Intercreditor Agreement.
Accession of Hedge Counterparties. 24.7.1 No person providing hedging arrangements to any Obligor shall be entitled to share in any Transaction Security or to benefit from any guarantee or indemnity in respect of any amounts which are or may become owing to it under those hedging arrangements, and no such amount will be treated as Hedge Counterparty Outstandings, unless that person is or becomes party (as Hedge Counterparty) to this Agreement.
24.7.2 A person shall not become party to any Finance Document as a Hedge Counterparty (and no amounts which are or may become owing to it will be treated as Hedge Counterparty Outstandings for purposes of a Finance Document), unless:
(a) the Lender has consented to that person becoming a Hedge Counterparty (except that this requirement will not apply to a person which is a Lender or an Affiliate of a Lender);
(b) as at the date of its proposed accession to this Agreement, the Hedging Documents to which it is party comply with the terms of this Agreement; and
(c) that person has executed and delivered to the Lender an Accession Letter.
24.7.3 Subject to the requirements of this Clause 24.7, with effect from the date of acceptance by the Lender of an Accession Letter duly executed and delivered to the Lender by a person who proposes to accede to the Finance Documents as a Hedge Counterparty (or, if later, the date specified in that Accession Letter), that person shall become party to this Agreement and the other Finance Documents as a Hedge Counterparty and shall assume the same obligations and become entitled to the same rights, as if it had been an original party to those Finance Documents as a Hedge Counterparty.
Accession of Hedge Counterparties. (a) The Company must ensure that any MLAB with whom it enters into a Hedging Document agrees to be bound by this Agreement as Hedge Counterparty by executing and delivering to the Agent an Accession Deed and an accession deed to the Mezzanine Purchase Option Letter.
(b) The Agent, the Security Agent and the Secondary Security Agent shall only be obliged to execute an Accession Deed and an accession deed to the Mezzanine Purchase Option Letter once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to such Hedge Counterparty.
(c) A Hedge Counterparty may not assign or transfer:
(i) any Hedging Debt owed to it; or
(ii) any of its rights and obligations under any Finance Document, to any person, unless:
(A) the assignment or transfer is in accordance with the terms of the Finance Documents; and
(B) that person agrees to be bound by this Agreement as a Hedge Counterparty by executing and delivering to the Agent an Accession Deed.
Accession of Hedge Counterparties. If any Finance Party provides hedging arrangements to an Obligor which are permitted under Clause 22.29 (Treasury Transactions) and such Finance Party is not yet a party to this Agreement as Hedge Counterparty, such Finance Party providing hedging arrangements to any Obligor shall not be entitled to share in any of the Transaction Security or in the benefit of any guarantee or indemnity in respect of any of the liabilities arising in relation to those hedging arrangements nor shall those liabilities be treated as Hedging Liabilities, unless such Finance Party accedes to this Agreement, as a Hedge Counterparty by way of such Finance Party executing a Hedge Counterparty Accession Undertaking.
Accession of Hedge Counterparties. Any person which becomes a party to the Security Trust Agreement as a Hedge Counterparty (as defined in the Security Trust Agreement) shall, at the same time, become a Party to this Agreement as a “Hedge Counterparty” in accordance with clause 19.10 (Creditor Accession Undertaking) of the Security Trust Agreement.
Accession of Hedge Counterparties. A person with which any ICA Group Company has entered into or intends to enter into a Hedging Agreement may become a Party this Agreement as a Hedge Counterparty in accordance with paragraph (b) below if permitted under the Senior Finance Documents.
Accession of Hedge Counterparties. (a) An accession of a new Hedge Counterparty is effected when the Agent executes an otherwise duly completed Hedge Counterparty Accession Deed, delivered to it by the Company and the new Hedge Counterparty or, if later, the date specified in the Hedge Counterparty Accession Deed. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Hedge Counterparty Accession Deed appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Hedge Counterparty Accession Deed.
(b) The Agent shall only be obliged to execute a Hedge Counterparty Accession Deed delivered to it by the Company and the new Hedge Counterparty:
(i) if the new Hedge Counterparty is a Lender; and
(ii) once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such new Hedge Counterparty.
(c) The new Hedge Counterparty shall assume the same obligations and become entitled to the same rights as if it had been an original Party as a Hedge Counterparty.
Accession of Hedge Counterparties. (a) Any person, other than any member of the Group, which is a party to a Hedging Agreement shall, prior to or on the same date as such Hedging Agreement is entered into, become a Party to this Agreement as a Hedge Counterparty by delivering to the Agent a Hedge Counterparty Accession Undertaking.
(b) The Hedge Counterparties (to the extent party to the Hedging Agreement in question) and any member of the Group who is party to the Hedging Agreements shall ensure at all times that each Hedging Agreement documents only hedging arrangements entered into for the purpose of hedging the types of liabilities described in clause 26.28(b) and that no other hedging arrangements are carried out under or pursuant to a Hedging Agreement.
(c) For the purposes of this clause 28.8: Close Out Netting means:
(i) in respect of a Hedging Agreement based on a 1992 ISDA Master Agreement, any step involved in determining the amount payable in respect of an Early Termination Date (as defined in the 1992 ISDA Master Agreement) under section 6(e) of the 1992 ISDA Master Agreement before the application of any subsequent Set off (as defined in the 1992 ISDA Master Agreement)
(ii) in respect of a Hedging Agreement based on a 2002 ISDA Master Agreement, any step involved in determining an Early Termination Amount (as defined in the 2002 ISDA Master Agreement) under section 6(e) of the 2002 ISDA Master Agreement and
(iii) in respect of a Hedging Agreement not based on an ISDA Master Agreement, any step involved on a termination of the hedging transactions under that Hedging Agreement pursuant to any provision of that Hedging Agreement which has a similar effect to either provision referenced in paragraph (i) and paragraph (ii) above Distress Event means any of:
(i) an event under clause 27.20 (Acceleration) of this Agreement;
(ii) the occurrence of any Insolvency Event
(iii) the making of a demand in relation to a Hedging Liability that is payable on demand or the making of any demand against any member of the Group in relation to any guarantee of that member of the Group
(iv) the exercise of any right of set off, account combination or payment netting against any member of the Group in respect of any Hedging Liabilities other than the exercise of any such right:
(A) as Close Out Netting by a Hedge Counterparty
(B) as Payment Netting by a Hedge Counterparty or
(C) as Inter-Hedging Agreement Netting by a Hedge Counterparty
Accession of Hedge Counterparties. No person, other than the Original Hedge Counterparty, entering into any transaction with any Obligor in connection with protection against or benefit from fluctuation in any rate or price will be entitled to share in any Security created by any Security Document in respect of any of the moneys, debts or liabilities arising under or in connection with that transaction or benefit from any provision of this Agreement unless and until:
Accession of Hedge Counterparties. (a) A Hedge Counterparty shall become a party to this Agreement as a Hedge Counterparty by delivering to the Facility Agent a duly completed and executed Hedge Counterparty Accession Undertaking.
(b) To the extent legally possible and in compliance with the Agreed Security Principles, all hedging permitted by the terms of this Agreement in respect of interest rate under the Term Facilities (excluding for the avoidance of doubt hedging transactions under hedging facilities/agreements with hedge counterparties entered into by Group Companies and in existence as of the Closing Date) shall, to the extent the relevant counterparty has acceded to the this Agreement, be entitled to benefit from the guarantees and security provided for the Facilities (and such hedging will be secured and guaranteed pari passu with the Offshore Facilities).
(c) In respect of any accession by a Hedge Counterparty to this Agreement, and if the Lenders and/or such Hedge Counterparty determine that it is necessary as a result of such accession that such parties enter into an intercreditor agreement to govern the rights and liabilities between such parties, the Lenders agree that they will negotiate such intercreditor agreement in good faith with the relevant Hedge Counterparty and use its commercially reasonable endeavours to enter into such intercreditor agreement.
