CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and (if different) the Company. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of (or of a committee of) the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; (b) authorising a specified person or persons to execute the Accession Letter on its behalf; and (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents. 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. A copy of any necessary resolutions signed by all the holders of the issued shares of the Additional Guarantor (other than the New Parent) which are members of the Group, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party. 6. A certificate of the Additional Obligor (signed by an authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. 7. A certificate of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter. 8. If available, the latest audited financial statements of the Additional Obligor. 9. A legal opinion of Cxxxxxxx Chance, Limited Liability Partnership, legal advisers to the Arranger and the Agent in England. 10. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Obligor is incorporated. 11. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. From: [Borrower] To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A]/[Facility B]1 Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility Interest Period: [ ] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. This Utilisation Request is irrevocable. [name of relevant Borrower] 1 Delete as appropriate.
Appears in 1 contract
Samples: Facility Agreement (Intercontinental Hotels Group PLC /New/)
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and (if different) the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of (or of a committee of) the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession LetterLetter and each Finance Document;
(b) authorising a specified person or persons to execute the Accession Letter and each Finance Document on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 4 above.
5. A copy of any necessary resolutions a resolution signed by all the holders of the issued shares of the Additional Guarantor (other than the New Parent) which are members of the GroupGuarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
6. A certificate of the Additional Obligor (signed by an authorised signatorya director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II VI of Schedule 2 1 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
8. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document (including, without limitation, raising any relevant document to a Spanish Public Document).
9. If available, the latest audited financial statements of the Additional Obligor.
910. A legal opinion opinion, satisfactory to the Facility Agent, of Cxxxxxxx Chance, Limited Liability PartnershipLinklaters, legal advisers to the Arranger and the Facility Agent in England.
1011. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion opinion, satisfactory to the Facility Agent, of the legal advisers to the Arranger and the Facility Agent in the jurisdiction in which the Additional Obligor is incorporated.
1112. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, and the Facility Agent so requires, a legal opinion, satisfactory to the Facility Agent, of the legal adviser to the Additional Obligor in the jurisdiction in which the Additional Obligor is incorporated.
13. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 39.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. REQUESTS
PART I UTILISATION REQUEST From: [Borrower] To: [Facility Agent] Dated: _____________________ Dear Sirs
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ Sirs XSTRATA (SCHWEIZ) AG - $1,400,000,000 MULTICURRENCY LOAN FACILITY AND SUBSCRIPTION AGREEMENT DATED [_______] 2004 (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A]/[Facility B]1 Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility Interest Period: [ ]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4. The proceeds of this Loan should be credited to [account].
5. This Utilisation Request is irrevocable. [name of relevant Borrower] 1 Delete as appropriate.THE "AGREEMENT")
Appears in 1 contract
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Obligor Accession Letter, duly Agreement executed by the Additional Obligor and (if different) the Company.
2. A copy of the constitutional documents Constitutional Documents of the Additional ObligorObligor and a copy of the recent shareholder list (if applicable).
3. A recent excerpt from the commercial register (Handelsregister) of the Additional Obligor, not older than 14 days from the date of the Obligor Accession Agreement.
4. If applicable, a copy of a resolution of (or the shareholder, and in the case of an Additional Obligor incorporated in a committee of) jurisdiction other than the Federal Republic of Germany, and where applicable the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Obligor Accession Letter Agreement and the Finance Documents and resolving that it execute execute, deliver and perform the Obligor Accession LetterAgreement and any other Finance Document to which it is party;
(b) in the case of an Additional Obligor incorporated in a jurisdiction other than the Federal Republic of Germany, authorising a specified person or persons to execute the Obligor Accession Letter Agreement and other Finance Documents on its behalf; and;
(c) in the case of an Additional Obligor incorporated in a jurisdiction other than the Federal Republic of Germany, authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(d) authorising the Company to act as its agent in connection with the Finance Documents.
45. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above4 above or otherwise, to execute, on behalf of the Additional Obligor, the Obligor Accession Agreement and other Finance Documents to which it is a party and to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
56. A If applicable, a copy of any necessary resolutions a resolution signed by all the holders of the issued shares or partnership interests, as the case may be, of the Additional Guarantor (other than the New Parent) which are members of the GroupObligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor Obligor is a party.
67. A To the extent required under the respective Constitutional Documents or applicable law, any other Authorisation.
8. In relation to an Additional Obligor incorporated or established in a jurisdiction other than Germany a certificate by the directors of the Additional Obligor (signed by an authorised signatory) confirming that borrowing or guaranteeingguaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing guarantee, security or similar limit binding on it the Additional Obligor to be exceeded.
79. A certificate by the directors or equivalent managing body of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II 3 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession LetterAgreement.
810. If availableThe following legal opinions, each addressed to the Facility Agent, the latest audited financial statements of Security Trustee and the Additional Obligor.Lenders:
9. A legal (a) An enforceability opinion of Cxxxxxxx Chance, Limited Liability Partnership, Xxxxx & Overy LLP legal advisers to the Arranger and Facility Agent as to English law substantially in the Agent in Englandform distributed to the Lenders prior to signing the Obligor Accession Agreement.
10. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal (b) A capacity opinion of the legal advisers to the Arranger and the Agent Additional Obligor in the jurisdiction of its incorporation, (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in which the Additional form distributed to the Lenders prior to signing of the Obligor is incorporatedAccession Agreement.
11. An accession memorandum to the Intercreditor Agreement executed by the Additional Obligor.
12. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 42.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.
13. FromIn relation to any Permitted Affiliate Parent only:
(a) a certificate from the Company to the Facility Agent signed by an authorised officer of the Company which certifies that the inclusion of such Permitted Affiliate Parent under this Agreement will not:
(i) materially and adversely affect the Security created under the Transaction Security Documents and guarantees provided in relation to the liabilities under this Agreement; or
(ii) result in the Lenders under this Agreement becoming structurally subordinated in right of payment to lenders to that Permitted Affiliate Parent and its Subsidiaries;
(b) a notice from the Company to the Facility Agent identifying a common Parent (as defined in Schedule 16 (Definitions)) of the Borrowers and that Permitted Affiliate Parent as the [Reporting Entity] (as defined in Schedule 16 (Definitions)) for the purposes of this Agreement in accordance with the definition of [Reporting Entity] in Schedule 16 (Definitions); and
(c) an updated Group Structure Chart showing the [Reporting Entity] (Schedule 16 (Definitions)) and all of its direct and indirect Subsidiaries pro forma for the inclusion of such entity as a Permitted Affiliate Parent.
(d) Part 4: [Condition Subsequent – Transaction Security Name of Obligor Description of Transaction Security Document and Transaction Security Schedule 3 REQUESTS Part 1: Utilisation Request (Loans) €420,000,000 senior facilities agreement dated 25 July 2014 as amended and restated on 19 June 2017 between, among others, Unitymedia Hessen GmbH (as Original Borrower] To: [), Unitymedia GmbH (formerly Unitymedia KabelBW) GmbH, Unitymedia NRW GmbH, Unitymedia Management GmbH, Unitymedia Hessen Verwaltung GmbH and Unitymedia BW GmbH (formerly Xxxxx XX GmbH) (as Original Guarantors), and the Financial Institutions listed therein (as Original Lenders), The Bank of Nova Scotia (as Facility Agent] Dated: Dear Sirs) and Credit Suisse AG, London Branch (as Security Trustee) (the Facilities Agreement)
1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms:
(a) Borrower: [●]
(b) Proposed Utilisation Date: [ [●] (or, if that is not a Business Day, the next Business Day)
(c) Facility to be utilised: [Facility A]/[Facility B]1 ●]
(d) Currency of the Loan: [ ] [●]
(e) Amount: [ [● ] or, if less, the Available Facility Facility
(f) Interest Period: [ [●]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied or waived on the date of this Utilisation Request.
4. [The proceeds of this Loan should be credited to [account]].
5. This Utilisation Request is irrevocable. Yours faithfully …………………………………. authorised signatory for [the Company on behalf of [insert name of relevant Borrower]]/ [insert name of Borrower] 1 Delete ]* NOTES: * Amend as appropriate. The Utilisation Request can be given by a Borrower or by the Company.
Part 2: Utilisation Request (Documentary Credits)
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Liberty Global PLC)
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and (if different) the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of (or of a committee of) the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession LetterLetter and each Finance Document;
(b) authorising a specified person or persons to execute the Accession Letter and each Finance Document on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 4 above.
5. A copy of any necessary resolutions a resolution signed by all the holders of the issued shares of the Additional Guarantor (other than the New Parent) which are members of the GroupGuarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
6. A certificate of the Additional Obligor (signed by an authorised signatorya director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II VI of Schedule 2 1 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
8. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document (including, without limitation, raising any relevant document to a Spanish Public Document).
9. If available, the latest audited financial statements of the Additional Obligor.
910. A legal opinion opinion, satisfactory to the Facility Agent, of Cxxxxxxx Chance, Limited Liability PartnershipLinklaters, legal advisers to the Arranger and the Facility Agent in England.
1011. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion opinion, satisfactory to the Facility Agent, of the legal advisers to the Arranger and the Facility Agent in the jurisdiction in which the Additional Obligor is incorporated.
1112. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, and the Facility Agent so requires, a legal opinion, satisfactory to the Facility Agent, of the legal adviser to the Additional Obligor in the jurisdiction in which the Additional Obligor is incorporated.
13. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. REQUESTS
PART I UTILISATION REQUEST From: [Borrower] To: [Facility Agent] Dated: ________________ Dear Sirs
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ Sirs XSTRATA (SCHWEIZ) AG - $600,000,000 MULTICURRENCY LOAN FACILITY AGREEMENT DATED [___] 2005 (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A]/[Facility B]1 Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility Interest Period: [ ]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4. The proceeds of this Loan should be credited to [account].
5. This Utilisation Request is irrevocable. [name of relevant Borrower] 1 Delete as appropriate.THE "AGREEMENT")
Appears in 1 contract
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Obligor Accession Letter, duly Agreement executed by the Additional Obligor and (if different) the Company.
2. A copy of the constitutional documents Constitutional Documents of the Additional ObligorObligor and a copy of the recent shareholder list (if applicable).
3. A recent excerpt from the commercial register (Handelsregister) of the Additional Obligor, not older than 14 days from the date of the Obligor Accession Agreement.
4. If applicable, a copy of a resolution of (or the shareholder, and in the case of an Additional Obligor incorporated in a committee of) jurisdiction other than the Federal Republic of Germany, and where applicable the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Obligor Accession Letter Agreement and the Finance Documents and resolving that it execute execute, deliver and perform the Obligor Accession LetterAgreement and any other Finance Document to which it is party;
(b) in the case of an Additional Obligor incorporated in a jurisdiction other than the Federal Republic of Germany, authorising a specified person or persons to execute the Obligor Accession Letter Agreement and other Finance Documents on its behalf; and;
(c) in the case of an Additional Obligor incorporated in a jurisdiction other than the Federal Republic of Germany, authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(d) authorising the Company to act as its agent in connection with the Finance Documents.
45. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 aboveabove or otherwise, to execute, on behalf of the Additional Obligor, the Obligor Accession Agreement and other Finance Documents to which it is a party and to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
56. A If applicable, a copy of any necessary resolutions a resolution signed by all the holders of the issued shares or partnership interests, as the case may be, of the Additional Guarantor (other than the New Parent) which are members of the GroupObligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor Obligor is a party.
67. A To the extent required under the respective Constitutional Documents or applicable law, any other Authorisation.
8. In relation to an Additional Obligor incorporated or established in a jurisdiction other than Germany a certificate by the directors of the Additional Obligor (signed by an authorised signatory) confirming that borrowing or guaranteeingguaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing guarantee, security or similar limit binding on it the Additional Obligor to be exceeded.
79. A certificate by the directors or equivalent managing body of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II 3 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession LetterAgreement.
810. If availableThe following legal opinions, each addressed to the Facility Agent, the latest audited financial statements of Security Trustee and the Additional Obligor.Lenders:
9. A legal (a) An enforceability opinion of Cxxxxxxx Chance, Limited Liability Partnership, Xxxxx & Overy LLP legal advisers to the Arranger and Facility Agent as to English law substantially in the Agent in Englandform distributed to the Lenders prior to signing the Obligor Accession Agreement.
10. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal (b) A capacity opinion of the legal advisers to the Arranger and the Agent Additional Obligor in the jurisdiction of its incorporation, (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in which the Additional form distributed to the Lenders prior to signing of the Obligor is incorporatedAccession Agreement.
11. An accession memorandum to the Intercreditor Agreement executed by the Additional Obligor.
12. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 42.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.
13. In relation to any Permitted Affiliate Parent only:
(a) a certificate from the Company to the Facility Agent signed by an authorised officer of the Company which certifies that the inclusion of such Permitted Affiliate Parent under this Agreement will not:
(i) materially and adversely affect the Security created under the Transaction Security Documents and guarantees provided in relation to the liabilities under this Agreement; or
(ii) result in the Lenders under this Agreement becoming structurally subordinated in right of payment to lenders to the Permitted Affiliate Parent and its Subsidiaries;
(b) a notice from the Company to the Facility Agent identifying a common Parent (as defined in Schedule 16 (Definitions)) of the Borrowers and the Permitted Affiliate Parent as the [Reporting Entity] (as defined in Schedule 16 (Definitions)) for the purposes of this Agreement in accordance with the definition of [Reporting Entity] in Schedule 16 (Definitions); and
(c) an updated Group Structure Chart showing the [Reporting Entity] (Schedule 16 (Definitions)) and all of its direct and indirect Subsidiaries pro forma for the inclusion of such entity as a Permitted Affiliate Parent. Unitymedia GmbH (formerly Unitymedia KabelBW GmbH) Junior ranking share pledge over shares held in Unitymedia Management GmbH or a confirmation and amendment agreement with regard to existing share pledge agreements in relation to shares held in Unitymedia Management GmbH. Junior ranking share pledge over shares held in Unitymedia Hessen Verwaltung GmbH or a confirmation and amendment agreement with regard to existing share pledge agreements in relation to shares held in Unitymedia Hessen Verwaltung GmbH. Junior ranking partnership interest pledge over partnership interests held in Unitymedia Hessen GmbH & Co. KG or a confirmation and amendment agreement with regard to existing partnership pledge agreements in relation to partnership interests held in Unitymedia Hessen GmbH & Co. KG. Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia GmbH. Supplemental agreement with respect to (i) a global assignment agreement originally dated 2 March 2010 (with regards to any and all trade receivables and other rights and claims) and (ii) an insurance assignment agreement originally dated 2 March 2010 (with regards to all rights and claims under insurance policies) held by Unitymedia GmbH. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. Unitymedia Management GmbH Junior ranking share pledge over shares held in Unitymedia Hessen Verwaltung GmbH or a confirmation and amendment agreement with regard to existing share pledge agreements in relation to shares held in Unitymedia Hessen Verwaltung GmbH. Junior ranking partnership interest pledge over partnership interests held in Unitymedia Hessen GmbH & Co. KG or a confirmation and amendment agreement with regard to existing partnership pledge agreements in relation to partnership interests held in Unitymedia Hessen GmbH & Co. KG. Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia Management GmbH. Junior ranking pledge over claims under domination and/or profit and loss pooling agreement between Unitymedia Management GmbH and Unitymedia GmbH. Supplemental agreement with respect to (i) a global assignment agreement originally dated 2 March 2010 (with regards to any and all trade receivables and other rights and claims) and (ii) an insurance assignment agreement originally dated 2 March 2010 (with regards to all rights and claims under insurance policies) held by Unitymedia Management GmbH. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. Unitymedia Hessen Verwaltung GmbH Junior ranking partnership interest pledge over partnership interests held in Unitymedia Hessen GmbH & Co. KG or a confirmation and amendment agreement with regard to existing partnership pledge agreements in relation to partnership interests held in Unitymedia Hessen GmbH & Co. KG. Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia Hessen Verwaltung GmbH. Junior ranking pledge over claims under domination and/or profit and loss pooling agreement between Unitymedia Hessen Verwaltung GmbH and Unitymedia Management GmbH. Supplemental agreement with respect to (i) a global assignment agreement originally dated 2 March 2010 (with regards to any and all trade receivables and other rights and claims) and (ii) an insurance assignment agreement originally dated 2 March 2010 (with regards to all rights and claims under insurance policies) held by Unitymedia Hessen Verwaltung GmbH. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. Unitymedia Hessen GmbH & Co. KG Junior ranking share pledge over shares held in Unitymedia NRW GmbH or a confirmation and amendment agreement with regard to existing share pledge agreements in relation to shares held in Unitymedia NRW GmbH. Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia Hessen GmbH & Co. KG. Supplemental agreement with respect to (i) a global assignment agreement originally dated 2 March 2010 (with regards to any and all trade receivables and other rights and claims), (ii) an insurance assignment agreement originally dated 2 March 2010 (with regards to all rights and claims under insurance policies) and (iii) a security transfer agreement originally dated 2 March 2010 (with regards to various assets including without limitation the cable network) held by Unitymedia Hessen GmbH & Co. KG. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. Unitymedia NRW GmbH Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia NRW GmbH. Junior ranking pledge over claims under domination and/or profit and loss pooling agreement between Unitymedia NRW GmbH and Unitymedia Hessen GmbH & Co. KG. Supplemental agreement with respect to (i) a global assignment agreement originally dated 2 March 2010 (with regards to any and all trade receivables and other rights and claims), (ii) an insurance assignment agreement originally dated 2 March 2010 (with regards to all rights and claims under insurance policies) and (iii) a security transfer agreement originally dated 2 March 2010 (with regards to various assets including without limitation the cable networks) held by Unitymedia NRW GmbH. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. Unitymedia BW GmbH (formerly Xxxxx XX GmbH) Junior ranking share pledge over treasury shares held in Unitymedia BW GmbH or a confirmation and amendment agreement with regard to existing share pledge agreements in relation to the treasury shares held in Unitymedia BW GmbH. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia BW GmbH . Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Supplemental agreement with respect to (i) a global assignment agreement originally dated 19 September 2012 (with regards to any and all trade receivables and other rights and claims), (ii) an insurance assignment agreement originally dated 19 September 2012 (with regards to all rights and claims under insurance policies) and (iii) a security transfer agreement originally dated 19 September 2012 (with regards to various assets including without limitation the cable networks) held by Unitymedia BW GmbH. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. From: [Borrower] [Company]* To: [Facility Agent] Dated: Dear Sirs
1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms:
(a) Borrower: [ ]
(b) Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day)
(c) Facility to be utilised: [Facility A]/[Facility B]1 [ ]
(d) Currency of the Loan: [ ] ]
(e) Amount: [ ] or, if less, the Available Facility Facility
(f) Interest Period: [ ]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied or waived on the date of this Utilisation Request.
4. [The proceeds of this Loan should be credited to [account]].
5. This Utilisation Request is irrevocable. authorised signatory for [the Company on behalf of [insert name of relevant Borrower]]/ [insert name of Borrower] 1 Delete ]* NOTES: * Amend as appropriate. The Utilisation Request can be given by a Borrower or by the Company.
Appears in 1 contract
Samples: Super Senior Facilities Agreement (Liberty Global PLC)
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and (if different) the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of (or of a committee of) the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession LetterLetter and each Finance Document;
(b) authorising a specified person or persons to execute the Accession Letter and each Finance Document on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
5. A copy of any necessary resolutions a resolution signed by all the holders of the issued shares of the Additional Guarantor (other than the New Parent) which are members of the GroupGuarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party, where required by applicable law.
6. A certificate of the Additional Obligor (signed by an authorised signatorya director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing guarantee or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II IV of Schedule 2 1 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
8. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
9. If available, the latest audited financial statements of the Additional Obligor.
910. A legal opinion opinion, satisfactory to the Facility Agent, of Cxxxxxxx Chance, Limited Liability PartnershipXxxxxxxx Chance LLP, legal advisers to the Arranger and the Facility Agent in England.
1011. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion opinion, satisfactory to the Facility Agent, of the legal advisers to the Arranger and the Facility Agent in the jurisdiction in which the Additional Obligor is incorporated.. LD857960/38
1112. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. LD857960/38 SCHEDULE 2 REQUESTS
PART I UTILISATION REQUEST From: [Borrower] To: [Facility Agent] Dated: Dear SirsSirs Xstrata (Schweiz) AG - $8,500,000,000 Loan Facilities Agreement dated [ ] (the “Agreement”)
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: [Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A]/[Facility B]1 A] [Facility B] [Facility C] [Facility D](1) Currency of Loan: Loan [ ] Amount: [ ] or, if less, the Available Facility Interest Period: [ ]]
3. [We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation RequestRequest and will be satisfied on the proposed Utilisation Date.] OR [We confirm that each condition specified in Clause 4.2 (Further conditions precedent) but subject to Clause 4.4 (Certain Funds) is satisfied on the date of this Utilisation Request and will be satisfied on the proposed Utilisation Date.](2)
4. The proceeds of this Loan should be credited to [account]account](3).
5. [The proceeds of this Loan will be used for the purpose set out in Clause 3.1(a)(i) (Purpose)](4)
6. This Utilisation Request is irrevocable. [name of relevant Borrower] 1 .
(1) Delete as appropriate
(2) Only use the second option in respect of a Loan in the Certain Funds Period.
(3) Insert details of account (4) Only include if Loan is to be used for this purpose LD857960/38 LD857960/38
PART II SELECTION NOTICE
1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.
2. We refer to the following Term Loan[s] in [identify currency] with an Interest Period ending on [ ].*
3. [We request that the above Term Loan[s] be divided into [ ] Term Loans with the following Base Currency Amounts and Interest Periods:]** [We request that the next Interest Period for the above Term Loan[s] is [ ]].***
4. We request that the above Term Loan[s] [is]/[are] [denominated in the same currency for the next Interest Period]/[denominated in the following currencies: [ ]. As this results in a change of currency we confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Selection Notice. The proceeds of any change in currency should be credited to [account].] ..
5. This Selection Notice is irrevocable. * Insert details of all Loans in the same currency which have an Interest Period ending on the same date. ** Use this option if division of Loans is requested. *** Use this option if sub-division is not required. LD857960/38
1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.
2. On the first day of each Interest Period (or as soon as possible thereafter) the Facility Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Facility Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.
3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Facility Agent. This percentage will be certified by that Lender in its notice to the Facility Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.
4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Facility Agent as follows: E x 0.01 300 per cent. per annum. Where:
Appears in 1 contract
Samples: Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC)
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and (if different) the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of (or of a committee of) the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
5. A copy of any necessary resolutions a resolution signed by all the holders of the issued shares of the Additional Guarantor (other than the New Parent) which are members of the GroupGuarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
6. A certificate of the Additional Obligor (signed by an authorised signatorya director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
8. A copy of any other Authorisation or other document, opinion or assurance which the Agent (acting reasonably) considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
9. If available, the latest audited financial statements of the Additional Obligor.
910. A legal opinion of Cxxxxxxx Chance, Limited Liability PartnershipLinklaters, legal advisers to the Arranger and the Agent in England.
1011. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Obligor is incorporated.
1112. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Additional Obligor in the jurisdiction in which the Additional Obligor is incorporated.
13. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. Back to Contents SCHEDULE 3 UTILISATION REQUEST From: [BorrowerCompany] To: [Agent] Dated: Dear Sirs
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: Name of relevant Borrower: [____________] Proposed Utilisation Date: [ [____________] (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A]/[Facility B]1 Currency of Loan: [ [____________] Amount: [ [____________] or, if less, the Available Facility Interest Period: [ [____________]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4. The proceeds of this Loan should be credited to [account].
5. We confirm that the credit rating last published in relation to the Company's long-term senior unsecured debt not credit enhanced by Xxxxx'x is [____________] and by S & P is [____________]. 6 This Utilisation Request is irrevocable. [Company] [name of relevant Borrower] 1 Delete Back to Contents SCHEDULE 4 MANDATORY COST FORMULAE
1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.
2. On the first day of each Interest Period (or as appropriatesoon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the "Additional Cost Rate") for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.
3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender's participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.
4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows:
(a) in relation to a Sterling Loan: per cent. per annum
(b) in relation to a Loan in any currency other than Sterling: per cent. per annum Where:
Appears in 1 contract
Samples: Multicurrency Revolving Facilities Agreement (Gallaher Group PLC)
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Obligor Accession Letter, duly Agreement executed by the Additional Obligor and (if different) the Company.
2. A copy of the constitutional documents Constitutional Documents of the Additional ObligorObligor and a copy of the recent shareholder list (if applicable).
3. A recent excerpt from the commercial register (Handelsregister) of the Additional Obligor, not older than 14 days from the date of the Obligor Accession Agreement.
4. If applicable, a copy of a resolution of (or the shareholder, and in the case of an Additional Obligor incorporated in a committee of) jurisdiction other than the Federal Republic of Germany, and where applicable the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Obligor Accession Letter Agreement and the Finance Documents and resolving that it execute execute, deliver and perform the Obligor Accession LetterAgreement and any other Finance Document to which it is party;
(b) in the case of an Additional Obligor incorporated in a jurisdiction other than the Federal Republic of Germany, authorising a specified person or persons to execute the Obligor Accession Letter Agreement and other Finance Documents on its behalf; and;
(c) in the case of an Additional Obligor incorporated in a jurisdiction other than the Federal Republic of Germany, authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(d) authorising the Company to act as its agent in connection with the Finance Documents.
45. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 aboveabove or otherwise, to execute, on behalf of the Additional Obligor, the Obligor Accession Agreement and other Finance Documents to which it is a party and to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
56. A If applicable, a copy of any necessary resolutions a resolution signed by all the holders of the issued shares or partnership interests, as the case may be, of the Additional Guarantor (other than the New Parent) which are members of the GroupObligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor Obligor is a party.
67. A To the extent required under the respective Constitutional Documents or applicable law, any other Authorisation.
8. In relation to an Additional Obligor incorporated or established in a jurisdiction other than Germany a certificate by the directors of the Additional Obligor (signed by an authorised signatory) confirming that borrowing or guaranteeingguaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing guarantee, security or similar limit binding on it the Additional Obligor to be exceeded.
79. A certificate by the directors or equivalent managing body of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II 3 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession LetterAgreement.
810. If availableThe following legal opinions, each addressed to the Facility Agent, the latest audited financial statements of Security Trustee and the Additional Obligor.Lenders:
9. A legal (a) An enforceability opinion of Cxxxxxxx Chance, Limited Liability Partnership, Xxxxx & Overy LLP legal advisers to the Arranger and Facility Agent as to English law substantially in the Agent in Englandform distributed to the Lenders prior to signing the Obligor Accession Agreement.
10. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal (b) A capacity opinion of the legal advisers to the Arranger and the Agent Additional Obligor in the jurisdiction of its incorporation, (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in which the Additional form distributed to the Lenders prior to signing of the Obligor is incorporatedAccession Agreement.
11. An accession memorandum to the Intercreditor Agreement executed by the Additional Obligor.
12. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 42.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.
13. In relation to any Permitted Affiliate Parent only:
(a) a certificate from the Company to the Facility Agent signed by an authorised officer of the Company which certifies that the inclusion of such Permitted Affiliate Parent under this Agreement will not:
(i) materially and adversely affect the Security created under the Transaction Security Documents and guarantees provided in relation to the liabilities under this Agreement; or
(ii) result in the Lenders under this Agreement becoming structurally subordinated in right of payment to lenders to the Permitted Affiliate Parent and its Subsidiaries;
(b) a notice from the Company to the Facility Agent identifying a common Parent (as defined in Schedule 16 (Definitions)) of the Borrowers and the Permitted Affiliate Parent as the [Reporting Entity] (as defined in Schedule 16 (Definitions)) for the purposes of this Agreement in accordance with the definition of [Reporting Entity] in Schedule 16 (Definitions); and
(c) an updated Group Structure Chart showing the [Reporting Entity] (Schedule 16 (Definitions)) and all of its direct and indirect Subsidiaries pro forma for the inclusion of such entity as a Permitted Affiliate Parent. Unitymedia GmbH (formerly Unitymedia KabelBW GmbH) Junior ranking share pledge over shares held in Unitymedia Management GmbH or a confirmation and amendment agreement with regard to existing share pledge agreements in relation to shares held in Unitymedia Management GmbH. Junior ranking share pledge over shares held in Unitymedia Hessen Verwaltung GmbH or a confirmation and amendment agreement with regard to existing share pledge agreements in relation to shares held in Unitymedia Hessen Verwaltung GmbH. Junior ranking partnership interest pledge over partnership interests held in Unitymedia Hessen GmbH & Co. KG or a confirmation and amendment agreement with regard to existing partnership pledge agreements in relation to partnership interests held in Unitymedia Hessen GmbH & Co. KG. Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia GmbH. Supplemental agreement with respect to (i) a global assignment agreement originally dated 2 March 2010 (with regards to any and all trade receivables and other rights and claims) and (ii) an insurance assignment agreement originally dated 2 March 2010 (with regards to all rights and claims under insurance policies) held by Unitymedia GmbH. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. Unitymedia Management GmbH Junior ranking share pledge over shares held in Unitymedia Hessen Verwaltung GmbH or a confirmation and amendment agreement with regard to existing share pledge agreements in relation to shares held in Unitymedia Hessen Verwaltung GmbH. Junior ranking partnership interest pledge over partnership interests held in Unitymedia Hessen GmbH & Co. KG or a confirmation and amendment agreement with regard to existing partnership pledge agreements in relation to partnership interests held in Unitymedia Hessen GmbH & Co. KG. Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia Management GmbH. Junior ranking pledge over claims under domination and/or profit and loss pooling agreement between Unitymedia Management GmbH and Unitymedia GmbH. Supplemental agreement with respect to (i) a global assignment agreement originally dated 2 March 2010 (with regards to any and all trade receivables and other rights and claims) and (ii) an insurance assignment agreement originally dated 2 March 2010 (with regards to all rights and claims under insurance policies) held by Unitymedia Management GmbH. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. Unitymedia Hessen Verwaltung GmbH Junior ranking partnership interest pledge over partnership interests held in Unitymedia Hessen GmbH & Co. KG or a confirmation and amendment agreement with regard to existing partnership pledge agreements in relation to partnership interests held in Unitymedia Hessen GmbH & Co. KG. Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia Hessen Verwaltung GmbH. Junior ranking pledge over claims under domination and/or profit and loss pooling agreement between Unitymedia Hessen Verwaltung GmbH and Unitymedia Management GmbH. Supplemental agreement with respect to (i) a global assignment agreement originally dated 2 March 2010 (with regards to any and all trade receivables and other rights and claims) and (ii) an insurance assignment agreement originally dated 2 March 2010 (with regards to all rights and claims under insurance policies) held by Unitymedia Hessen Verwaltung GmbH. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. Unitymedia Hessen GmbH & Co. KG Junior ranking share pledge over shares held in Unitymedia NRW GmbH or a confirmation and amendment agreement with regard to existing share pledge agreements in relation to shares held in Unitymedia NRW GmbH. Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia Hessen GmbH & Co. KG. Supplemental agreement with respect to (i) a global assignment agreement originally dated 2 March 2010 (with regards to any and all trade receivables and other rights and claims), (ii) an insurance assignment agreement originally dated 2 March 2010 (with regards to all rights and claims under insurance policies) and (iii) a security transfer agreement originally dated 2 March 2010 (with regards to various assets including without limitation the cable network) held by Unitymedia Hessen GmbH & Co. KG. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. Unitymedia NRW GmbH Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia NRW GmbH. Junior ranking pledge over claims under domination and/or profit and loss pooling agreement between Unitymedia NRW GmbH and Unitymedia Hessen GmbH & Co. KG. Supplemental agreement with respect to (i) a global assignment agreement originally dated 2 March 2010 (with regards to any and all trade receivables and other rights and claims), (ii) an insurance assignment agreement originally dated 2 March 2010 (with regards to all rights and claims under insurance policies) and (iii) a security transfer agreement originally dated 2 March 2010 (with regards to various assets including without limitation the cable networks) held by Unitymedia NRW GmbH. Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. Unitymedia BW GmbH (formerly Xxxxx XX GmbH) Junior ranking share pledge over treasury shares held in Unitymedia BW GmbH or a confirmation and amendment agreement with regard to existing share pledge agreements in relation to the treasury shares held in Unitymedia BW GmbH. Junior ranking intercompany loan pledge over any rights and claims in respect of German law governed intercompany loans held by Unitymedia BW GmbH . Junior ranking account pledge agreement in respect of its German bank accounts. Account pledge agreement in respect of its Dutch bank accounts. Supplemental agreement with respect to (i) a global assignment agreement originally dated 19 September 2012 (with regards to any and all trade receivables and other rights and claims), (ii) an insurance assignment agreement originally dated 19 September 2012 (with regards to all rights and claims under insurance policies) and (iii) a security transfer agreement originally dated 19 September 2012 (with regards to various assets including without limitation the cable networks) held by Unitymedia BW GmbH . Amendment and restatement agreement to a security trust agreement originally dated 2 March 2010 between Credit Suisse AG, London Branch and the entities party thereto. From: [Borrower] [Company]* To: [Facility Agent] Dated: Dear Sirs
1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms:
(a) Borrower: [ ]
(b) Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day)
(c) Facility to be utilised: [Facility A]/[Facility B]1 [ ]
(d) Currency of the Loan: [ ] ]
(e) Amount: [ ] or, if less, the Available Facility Facility
(f) Interest Period: [ ]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied or waived on the date of this Utilisation Request.
4. [The proceeds of this Loan should be credited to [account]].
5. This Utilisation Request is irrevocable. Yours faithfully authorised signatory for [the Company on behalf of [insert name of relevant Borrower]]/ [insert name of Borrower] 1 Delete ]* NOTES: * Amend as appropriate. The Utilisation Request can be given by a Borrower or by the Company.
Appears in 1 contract
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and (if different) the Parent Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of (or of a committee of) the board of directors (or a duly appointed committee of the board of directors) of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
5. A copy of any necessary resolutions signed by all the holders of the issued shares of the Additional Guarantor (other than the New Parent) which are members of the Group, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
6. A certificate of the Additional Obligor (signed by an a director or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments total commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
76. A certificate of an authorised signatory of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II of Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
7. A copy of any other authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
8. If available, the latest audited financial statements of the Additional Obligor.
9. A legal opinion of Cxxxxxxx Chance, Limited Liability PartnershipLinklaters LLP, legal advisers to the Arranger Arrangers and the Agent in England.
10. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger Arrangers and the Agent or the Parent Company, as the case may be, in the jurisdiction in which the Additional Obligor is incorporated.
11. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the agent for service of process agent specified in Clause 38.2 41.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.
12. From: [Borrower] To: [Agent] Dated: Dear SirsAny information that is requested by a Finance Party (acting reasonably) to ensure compliance with applicable “know your customer” requirements.
PART I UTILISATION REQUEST Shire PLC – US$ 2,600,000,000 Term Facilities Agreement
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Facility to be utilisedUtilised: Facility [Facility A]/[Facility B]1 A/B] Currency of Loan: [ ] US Dollars Amount: [ ] or, if less, the Available Facility Interest Period: Period [ ]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request.
4. The proceeds of this Loan should be credited to [account].
5. This Utilisation Request is irrevocable.
6. We confirm that the Loan to which this Utilisation Request relates is to be utilised for the purpose set out in paragraph (A)(ii) of Clause 3.1 (Purpose) of the Agreement.] Yours faithfully ………………………………… Authorised signatory for [Name of relevant Borrower]/ [[Parent Company]/[Obligors’ Agent] on behalf of [Borrower] as Borrower]]
PART II SELECTION NOTICE Shire PLC – US$ 2,600,000,000 Term Facilities Agreement dated 11 November 2013 (the "Agreement")
1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.
2. We refer to the following Loan[s] with an Interest Period ending on [ ].
3. We request that the next Interest Period for the above Loan[s] is [ ].
4. This Selection Notice is irrevocable. Yours faithfully ..................................... Authorised signatory for [Name of relevant Borrower]/ [[Parent Company]/[Obligors’ Agent] on behalf of [Borrower] as Borrower]] To: [l] as Agent [ ] as the Parent Company, for and on behalf of each Obligor From: [the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”) Dated:
1. We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.
2. We refer to Clause 26.6 (Procedure for assignment).
(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitments and participations in Loans under the Agreement as specified in the Schedule.
(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitments and participations in Loans under the Agreement specified in the Schedule.
(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.
3. The proposed Transfer Date is [ ].
4. On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.
5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 33.2 (Addresses) are set out in the Schedule.
6. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (C) of Clause 26.4 (Limitation of responsibility of Existing Lenders).
7. The New Lender confirms that it is:
(a) [not] a UK Qualifying Lender and [not] an Irish Qualifying Lender; and
(b) [a Treaty Lender with respect to [the United Kingdom] [and] [Ireland [and, in the case of the latter, that it is a Treaty Lender which is not otherwise an Irish Qualifying Lender]]].1
8. The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
(a) a company resident in the United Kingdom for United Kingdom Tax purposes;
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom; or
(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.2
9. The New Lender confirms that it is not a Defaulting Lender.
10. The New Lender confirms that it is [not]3 an Acceptable Bank.
11. [name The New Lender confirms that it is a UK Treaty Lender that holds a passport under the HMRC DT Treaty Passport Scheme (reference number [ ]), so that interest payable to it by a UK Borrower is generally subject to full exemption from UK withholding tax and its jurisdiction of relevant BorrowerTax residence is [ ] 1 Delete and notifies the Parent Company that:
(a) each UK Borrower which is a Party as appropriate.a UK Borrower as at the Transfer Date must, to the extent that the New Lender becomes a Lender under the Facility which is made available to that Borrower pursuant to Clause 2 (The Facility) of
Appears in 1 contract
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and (if different) the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of (or of a committee of) the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
5. A copy of any necessary resolutions a resolution signed by all the holders of the issued shares of the Additional Guarantor (other than the New Parent) which are members of the GroupGuarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
6. A certificate of the Additional Obligor (signed by an authorised signatorya director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
8. A copy of any other Authorisation or other document, opinion or assurance which the Agent (acting reasonably) considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
9. If available, the latest audited financial statements of the Additional Obligor.
910. A legal opinion of Cxxxxxxx Chance, Limited Liability PartnershipLinklaters, legal advisers to the Arranger and the Agent in England.
1011. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Obligor is incorporated.
1112. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Additional Obligor in the jurisdiction in which the Additional Obligor is incorporated.
13. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. Back to Contents SCHEDULE 3 REQUESTS PART I UTILISATION REQUEST – LOANS From: [BorrowerCompany] To: [Agent] Dated: Dear Sirs
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: Name of relevant Borrower: [__________] Proposed Utilisation Date: [ [__________] (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A]/[Facility B]1 B]]* Currency of Loan: [ [__________] Amount: [ [__________] or, if less, the Available Facility Interest Period: [ [__________]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4. The proceeds of this Loan should be credited to [account].
5. We confirm that our Rating last published by Mxxxx’x is [__________] and by S & P is [__________].
6. This Utilisation Request is irrevocable. [name of relevant Borrower] 1 Delete as appropriate.
Appears in 1 contract
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and (if different) the CompanyOriginal Borrower.
2. A certified copy of the constitutional documents of the Additional ObligorObligor (if any).
3. A certified copy of a resolution of (or of a committee of) the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising to the effect that it is in the best interests of the Additional Obligor, giving reasons;
(c) on its behalf and / or a specified person or persons to execute power of attorney for execution of the Accession Letter on its behalfLetter; and
(cd) authorising a specified person or persons, on its behalf, as Authorised Officers to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. An original power of attorney for the execution of the Accession Letter, from the Additional Obligor executed under common seal or by two directors or a director and a secretary.
5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
56. A certified copy of any necessary resolutions a resolution signed by all the holders of the issued shares of the Additional Guarantor (other than the New Parent) which are members of the GroupGuarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a partyparty and a certificate of solvency by a director of that Additional Guarantor.
67. A certificate of the Additional Obligor (signed by an authorised signatorya director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments Commitment would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
78. A certificate of an authorised signatory of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
89. A certificate or other evidence from any Additional Guarantor incorporated in Australia and signed by a director certifying that such Additional Guarantor is not in breach of Chapter 2E of the Corporations Act.
10. A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Additional Obligor accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document to which the Additional Obligor is a party.
11. If available, the latest audited financial statements Financial Statements of the Additional Obligor.
912. A legal opinion of Cxxxxxxx Chance, Limited Liability PartnershipFreehills, legal advisers to the Arranger and the Agent Lender in EnglandAustralia.
1013. If the Additional Obligor is incorporated in a jurisdiction other than England and Walesoutside Australia, a legal opinion of the legal advisers to the Arranger and the Agent Borrower in the jurisdiction in which the Additional Obligor is incorporated.
1114. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Walesoutside Australia, evidence that the process agent specified in Clause 38.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.
15. A Security given by the Additional Obligor in favour of the Lender, consistent in form and substance with the Existing Securities and duly stamped or with sufficient clear funds to allow the Lender to attend to stamping.
16. All duly completed forms, notices and other documents required to register or file with the appropriate Governmental Agency any document referred to in item 15 above. From: [Borrower] To: [AgentLender] Dated: Dear Sirs
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement shall have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A]/[Facility B]1 Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility Commitment Interest Period: [ ]
3. We confirm that each condition specified in Clause 4.2 5.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4. We confirm that no Default is continuing.
5. The proceeds of this Loan should be credited to [account].
56. This Utilisation Request is irrevocable. [name of relevant Borrower] 1 Delete To: [ ] as appropriate.Lender
Appears in 1 contract
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and (if different) the Company.
2. A copy of the constitutional documents (or equivalent) of the Additional Obligor.
3. A If applicable, a copy of a resolution of (or of a committee of) the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
5. A If applicable, a copy of any necessary resolutions a resolution signed by all the holders of the issued shares of the Additional Guarantor (other than the New Parent) which are members of the Groupor equivalent), approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
6. A certificate of the Additional Obligor (signed by an a director or a partner authorised signatoryto do so, in the case of a partnership) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Obligor (signed by an authorised signatory) certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
8. A copy of any other Authorisation (including in relation to any prohibition on the giving of financial assistance) or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the Additional Obligor’s obligations under and transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
9. If available, the latest audited financial statements (consolidated, where available) of the Additional Obligor.
910. A legal opinion of Cxxxxxxx Chance, Limited Liability PartnershipFreshfields Bruckhaus Xxxxxxxx LLP, legal advisers to the Arranger Lenders and the Agent in England.
1011. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger Lenders and the Agent (or the legal advisers to the Company) in the jurisdiction in which the Additional Obligor is incorporated.
1112. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.
13. From: [If the Additional Obligor is an Additional Borrower] To: [, the Agent] Dated: Dear Sirs’s standard form of payment instruction duly completed by the Additional Borrower.
114. We refer If the proposed Additional Obligor is acceding as an Additional Borrower and is a partnership registered under the laws of Delaware:
(a) a certificate of status or good standing from the Secretary of State in Delaware in respect of the Additional Obligor; and
(b) a copy of the partnership agreement of the Additional Obligor.
15. If the proposed Additional Obligor is acceding as an Additional Guarantor and exists under the laws of any state of the United States, a solvency certificate in relation to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation RequestAdditional Obligor.
216. We wish to borrow If the proposed Additional Obligor is acceding as an Additional Borrower, a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if U.S. Federal Reserve Board Form U-1 in respect of that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A]/[Facility B]1 Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility Interest Period: [ ]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation RequestAdditional Borrower.
4. The proceeds of this Loan should be credited to [account].
5. This Utilisation Request is irrevocable. [name of relevant Borrower] 1 Delete as appropriate.
Appears in 1 contract
