Amendment to the Facilities Agreement Sample Clauses

Amendment to the Facilities Agreement. (a) Subject to the terms and conditions of this Agreement and pursuant to the Facilities Agreement, each Party consents to the amendments to the Facilities Agreement contemplated by this Agreement. (b) Each Obligor and the Retiring Agent (on behalf of itself and on behalf of each Finance Party pursuant to paragraph (b) of clause 43.1 (Required consents) of the Facilities Agreement) agree, in accordance with clause 43 (Amendments and waivers) of the Facilities Agreement that with immediate and automatic effect as at the first time (such time being the “Effective Time”) at which the Retiring Agent: (i) has received (or waived receipt of, as the case may be) each of the documents listed in Schedule 1 (Conditions precedent) in a form and substance satisfactory to the Retiring Agent (acting reasonably) and is satisfied (acting reasonably) with each of the evidentiary matters listed in Schedule 1 (Conditions precedent); (ii) is satisfied that: (A) each of the documents listed in Part A (Intercreditor Agreement) and Part B (Offshore Confirmatory Security) of Schedule 3 (Effective Time Documents) is in execution form; (B) each of the documents listed in Part C (Confirmations and amendments for Onshore Security) and Part D (Onshore Cash Collateral Account) of Schedule 3 (Effective Time Documents) is in execution form; (C) each of the documents listed in Part E (Fee Letters) and Part F (Services and Right to Use Direct Agreement Agency Transfer Notice) of Schedule 3 (Effective Time Documents) is in execution form; (1) the Onshore Cash Collateral Account will be opened on the Effective Date promptly after the Effective Time; and (2) the balance standing to the credit of the Onshore Cash Collateral Account is, or will promptly upon the Effective Date be, not less than the Onshore Cash Collateral Minimum Balance, where the Retiring Agent will be deemed to be satisfied with this paragraph (D) when it receives from the Continuing Lender or the Borrower a copy of a letter signed by the Borrower and the Continuing Lender prior to the Effective Time referring to this paragraph (D); and (E) each of the Legal Opinions For Effective Time Documents are in final agreed form and ready to be issued by the relevant legal advisors promptly following the Effective Time; and (iii) has confirmed that it will make the relevant Prepayment to each Lender in full on the Effective Date, and provided that the aggregate principal amount of the Term Loan Facility Loan that will remain outstand...