Interim Facilities Agreement Sample Clauses

Interim Facilities Agreement. Each party to this Agreement that is a party to the Interim Facilities Agreement hereby acknowledges and agrees, in its capacity as a party to the Interim Facilities Agreement only (and, for the avoidance of doubt, without prejudice to any such party’s obligations under this Agreement), that upon, and effective as of, the borrowing of the Initial Term Loans on the Effective Date, (i) all commitments of the Interim Finance Parties under the Interim Facilities Agreement to make loans or otherwise extend credit to the Xxxxx Borrower, in its capacity as Borrower under and as defined in the Interim Facilities Agreement, shall be terminated, and (ii) the Interim Facilities Agreement and all other Interim Finance Documents (as defined in the Interim Facilities Agreement) shall terminate and have no further force or effect, except only those provisions that are expressly specified in the Interim Facilities Agreement and all other Interim Finance Documents as surviving that respective agreement’s termination.
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Interim Facilities Agreement. Each party to this Agreement that is a party to the Interim Facilities Agreement hereby acknowledges and agrees, in its capacity as a party to the Interim Facilities Agreement only (and, for the avoidance of doubt, without prejudice to any such party’s obligations under this Agreement), that upon, and effective as of, the borrowing of the Initial Term Loans on the Effective Date, (i) all commitments of the Interim Finance Parties under the Interim Facilities Agreement to make loans or otherwise extend credit to the Xxxxx Borrower, in its capacity as Borrower under and as defined in the Interim Facilities Agreement, shall be terminated, and (ii) the Interim Facilities Agreement and all other Interim Finance Documents (as defined in the Interim Facilities Agreement) shall terminate and have no further force or effect, except only those provisions that are expressly specified in the Interim Facilities Agreement and all other Interim Finance Documents as surviving that respective agreement’s termination. [Remainder of Page Intentionally Left Blank.] Exhibit B [Attached] EXHIBIT T Form of Notice of Borrowing Barclays Bank PLC, as Administrative Agent for the Lenders referred to below 000 Xxxxxxxxx Xxxx Whippany, New Jersey 07981 Attention: Xxxxxx Xxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: 00000000000@xxx.xxxxxxx.xxx/xxxxxx.xxxxxx@xxxxxxxx.xxx [●] [●], 20[●]1 Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement dated as of December 12, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CONNECT MIDCO LIMITED, a non-cellular company limited by shares incorporated under the laws of Guernsey with company number 66186, CONNECT BIDCO LIMITED, a non-cellular company limited by shares incorporated under the laws of Guernsey with company number 66187, CONNECT XXXXX SARL, a private limited liability company (société à responsabilité limitée) incorporated in Luxembourg, having its registered office at 0-0, Xxxxxxxxx xx xx Xxxxx, X-0000 Xxxxxxxxxx, registered with the Luxembourg Companies Register under number B233109 (the “Xxxxx Borrower”), CONNECT U.S. XXXXX LLC, a Delaware limited liability company (the “U.S. Borrower”), the lenders and issuing banks from time to time party thereto and BARCLAYS BANK PLC, as Administrative Agent (the “Administrative Agent”) and Collateral Agent. Terms defined in the Credit Agreement are used herein with th...

Related to Interim Facilities Agreement

  • Facility Documents Terminate, amend or otherwise modify any Facility Document or the Master Agency Agreement, or grant any waiver or consent thereunder, except in accordance with the terms thereof.

  • Agreements, Contracts and Commitments Neither Company nor any of its subsidiaries is a party to or is bound by:

  • Secured Hedge Agreements and Secured Cash Management Agreements No Cash Management Bank or Hedge Bank that obtains the benefits of Section 10.4 or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article XI to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

  • Secured Cash Management Agreements and Secured Hedge Agreements Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.

  • The Credit Facilities Section 2.1 The Revolving Credit Facility.

  • Guaranties, Collateral Documents and other Credit Documents At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations (other than Obligations in respect of any Hedge Agreement or Cash Management Agreement) in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party or shall contest the validity or perfection of any Lien in any portion of the Collateral purported to be covered by the Collateral Documents, THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g) with respect to Borrower, automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding and (III) all other Obligations (other than Hedge Agreements and Cash Management Agreements unless and to the extent such agreements are independently declared due and payable in accordance with their respective terms); provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); and (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents.

  • Senior Loan Documents Borrower represents and warrants that it has provided PFG with true and complete copies of all existing Senior Loan Documents, and Borrower covenants that it will, in the future, provide PFG with true and complete copies of any future Senior Loan Documents, including without limitation any amendments to any existing Senior Loan Documents.

  • Loan Agreements Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Agent, the Collateral Custodian nor any securities intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the grant by the Borrower to the Collateral Agent, of any Loan Asset in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Loan Agreements, or otherwise to examine the Loan Agreements, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan Asset granted to the Collateral Agent hereunder as custodial agent for the Collateral Agent in accordance with the terms of this Agreement.

  • DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of June 11, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of June 11, 2003 between Borrower and Bank, as amended from time to time (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

  • Existing Loan Documents Copies of all Existing Loan Documents.

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