Selection Notice. Applicable to a Term Loan Marina Bay Sands Pte. Ltd. S$1,104,040,000 Facility Agreement dated 18 August 2006 (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 Facility [A/B/C] Loan[s] in [identify currency] with an Interest Period ending on [ ].* 3. [We request that the above Facility [A/B/C] Loan[s] be divided into [ ] Facility [A/B/C] Loans with the following amounts and Interest Periods:]** or [We request that the next Interest Period for the above Facility [A/B] Loan[s] is [ ]].*** 4. This Selection Notice is irrevocable. * Insert details of all Facility A Loans, Facility B Loans or, as the case may be, Facility C Loans 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. To: [ ] as Agent From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”) Dated: 1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate. 2. We refer to Clause 23.5 (Procedure for transfer): (a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 23.5 (Procedure for transfer). (b) The proposed Transfer Date is [ ]. (c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) are set out in the Schedule. (d) The New Lender agrees to be bound by the terms of the Agreement and the Security Trust Agreement as a Lender. 3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 23.4 (Limitation of responsibility of Existing Lenders). 4. The New Lender confirms that it is an Eligible Lender. 5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.
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Selection Notice. Applicable to a Term Loan Marina Bay Sands [SunPower Philippines Manufacturing Ltd] / [Maxeon Solar Technologies, Pte. Ltd. S$1,104,040,000 Facility Ltd.] – Common Terms Agreement dated 18 August 2006 [ ] (the “Agreement”)
1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement shall have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.
2. We refer to the following Facility [A/B/C] Loan[s] in [identify currency] with an Interest Period ending on [ ].*
3. [We request that the above Facility [A/B/C] Loan[s] be divided into [ ] Facility [A/B/C] Loans with the following amounts and Interest Periods:]** or [We request that the next Interest Period for the above Facility [A/B] Loan[s] is [ ]].***
4. This Selection Notice is irrevocable. * * Insert details of all the SP Philippines Facility A Loans, Loans / Maxeon Term Facility B Loans or, as the case may be, Facility C Loans 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.
4. This Selection Notice is irrevocable. [name of relevant Borrower] To: [ ] as Facility Agent From: [The the Existing Lender] (the “Existing Lender”) and [The the New Lender] (the “New Lender”) Dated:
1. We refer to Clause 21.5 (Procedure for transfer) of the Agreement. This is a Transfer Certificate. Terms defined used in the Agreement shall have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.
2. We refer to Clause 23.5 (Procedure for transfer):
(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation novation, and in accordance with Clause 21.5 (Procedure for transfer) of the Facility Agreement, all or part of the Existing Lender’s Commitment, rights and obligations referred under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment(s) and participations in Loans under the Agreement as specified in the Schedule in accordance with Clause 23.5 (Procedure for transfer)Schedule.
(b) 3. The proposed Transfer Date is [ ].
(c) 4. The Facility Office and address, fax number and attention details particulars for notices of the New Lender for the purposes of Clause 30.2 27.2 (Addresses) of the Agreement are set out in the Schedule.
(d) The New Lender agrees to be bound by the terms of the Agreement and the Security Trust Agreement as a Lender.
35. The New Lender expressly acknowledges acknowledges:
(a) the limitations on the Existing Lender’s obligations set out in paragraph paragraphs (a) and (c) of Clause 23.4 21.4 (Limitation of responsibility of Existing Lenders)) of the Facility Agreement; and
(b) that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition requires to be satisfied to effect or perfect the transfer contemplated by this Transfer Certificate or otherwise to enable the New Lender to enjoy the full benefit of each Finance Document.
46. The New Lender confirms that it is an Eligible a “New Lender” within the meaning of Clause 21.1 (Assignments and transfers by the Lenders) of the Facility Agreement.
57. The Existing Lender and the New Lender confirm that the New Lender is not an Obligor or an Affiliate of an Obligor.
8. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.
9. This Transfer Certificate and all non-contractual obligations arising out of or in connection with this Transfer Certificate are governed by English law.
10. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate. [Insert relevant details] [the Existing Lender] [the New Lender] By: By: This Transfer Certificate is executed by the relevant Facility Agent and the Intercreditor Agent and the Transfer Date is confirmed as [ ]. By: By:
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Selection Notice. Applicable to a Term Loan Marina Bay Sands Pte. Ltd. S$1,104,040,000 Facility Agreement ShangPharma Parent Limited US$44,000,000 facilities agreement dated 18 August 2006 [ ] 2013 (the “Facilities Agreement”)
1. We refer to the Facilities Agreement. This is a Selection Notice. Terms defined in the Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.
2. We refer to the following Facility [A/B/C] Loan[s] in [identify currency] Term Loan with an Interest Period ending on [ [insert date of end of current Interest Period].*
3. [We request that the above Facility [A/B/C] Loan[s] be divided into [ ] Facility [A/B/C] Loans with the following amounts and Interest Periods:]** or [We request that the next Interest Period for the above Facility Term Loan is [A/B] Loan[s] is [ ]insert length of requested Interest Period].***
4. This Selection Notice is irrevocable. Yours faithfully authorised signatory for [the Company on behalf of [insert name of relevant Borrower]]/[insert name of Borrower]* Insert details of all Facility A Loans, Facility B Loans or, NOTES: * Amend as appropriate. The Selection Notice can be given by the case may be, Facility C Loans which have an Interest Period ending on Borrower or the same dateCompany. ** Use this option if division of Loans is requested. *** Use this option if sub-division is not required. FORM OF TRANSFER CERTIFICATE To: [ [Name of Facility Agent] as Facility Agent From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”) Dated:: [insert date]
1. We refer to the Facilities Agreement. This is agreement (the “Agreement”) shall take effect as a Transfer CertificateCertificate for the purpose of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Transfer Certificate Agreement unless given a different meaning in this Transfer CertificateAgreement.
2. We refer to Clause 23.5 28.6 (Procedure for transfer):) of the Facilities Agreement:
(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 23.5 28.6 (Procedure for transfer).
(b) The proposed Transfer Date is [ [insert date of proposed transfer].
(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2 36.2 (Addresses) are set out in the Schedule.
(d) The New Lender agrees to be bound by the terms of the Agreement and the Security Trust Agreement as a Lender.
3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 23.4 28.5 (Limitation of responsibility of Existing Lenders).
4. The New Lender confirms that it is an Eligible Lender[is]/[is not]* [a]/[an] Equity Investor/Group Company.
5. [The New Lender confirms that it [is]/[is not]* a Non-Acceptable L/C Lender.]**
6. This Transfer Certificate Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer CertificateAgreement.
7. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
8. This Agreement has been entered into on the date stated at the beginning of this Agreement.
Appears in 1 contract
Samples: Term and Revolving Facilities Agreement (ShangPharma Corp)
Selection Notice. Applicable to a Term Loan Marina Bay Sands Pte. Ltd. S$1,104,040,000 From: [Borrower]* To: [Facility Agreement dated 18 August 2006 (the “Agreement”)Agent] Dated: Dear Sirs
1. We refer to the Facilities Agreement. This is a Selection Notice. Terms defined in the Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.
2. We refer to the following Facility [A/B/C] Loan[s] in [identify currency] with an Interest Period ending on [ ]**.*
3. [We request that the above Facility [A/B/C] Loan[s] be divided into [ ] Facility [A/B/C] Loans with in the following amounts and with the following Interest Periods:]*** or [We request that the next Interest Period for the above Facility [A/B] Loan[s] is [ ]].****
4. This Selection Notice is irrevocable. Yours faithfully authorised signatory for [insert name of relevant Borrower] ***** NOTES: * Amend as appropriate. ** Insert details of all Term Facility A Loans, Loans for the relevant Facility B Loans or, as the case may be, Facility C Loans 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. ***** Amend as appropriate. To: [ ] as Facility Agent From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”) Dated:
1. We refer to the Facilities Agreement. This is a Transfer Certificate. Terms defined in the Facilities Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.
2. We refer to Clause 23.5 27.6 (Procedure for transfer):) of the Facilities Agreement:
(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 23.5 27.6 (Procedure for transfer).
(b) The proposed Transfer Date is [ ].
(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2 33.2 (Addresses) are set out in the Schedule.
(d) The New Lender agrees to be bound by the terms of the Agreement and the Security Trust Agreement as a Lender.
3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 23.4 27.4 (Limitation of responsibility of Existing Lenders).
4. The New Lender confirms that it is an Eligible Lender.
5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.
Appears in 1 contract
Samples: Super Senior Facilities Agreement (Liberty Global PLC)
Selection Notice. Applicable to a Term Loan Marina Bay Sands PteCSP ALPHA HOLDINGS PTE. Ltd. S$1,104,040,000 Facility Agreement dated 18 August 2006 (the “Agreement”)LTD.
1. We refer to the Facilities Agreement. This is a Selection Notice. Terms defined in the Facilities 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 Facility [A/B/C] Loan[s] in [identify currency] with an Interest Period ending on [ ]*.*
3. [We request that the above Term Facility [A/B/C] Loan[s] be divided into [ ] Term Facility [A/B/C] Loans with the following amounts and Interest Periods:]** or [We request that the next Interest Period for the above Term Facility [A/B] Loan[s] is [ ]].***
4. This Selection Notice is irrevocable. [the Company on behalf of [insert name of relevant Borrower]][insert name of relevant Borrower] NOTES: * Insert details of all Term Loans for the relevant Facility A Loans, Facility B Loans or, as the case may be, Facility C Loans which have an Interest Period ending on the same date. ** Use this option if division of Term Facility Loans is requested. *** Use this option if sub-division is not required. 0081727-0000042 SN:12155633.21 226 To: [ ] as Agent From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”) Dated:: Senior Facilities Agreement dated [l] 2017 (the Facilities Agreement)
1. We refer to the Facilities Agreement. This is agreement (the Agreement) shall take effect as a Transfer CertificateCertificate for the purpose of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Transfer Certificate Agreement unless given a different meaning in this Transfer CertificateAgreement.
2. We refer to Clause 23.5 27.5 (Procedure for transfer):) of the Facilities Agreement:
(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation and in accordance with Clause 27.5 (Procedure for transfer) all or part of the Existing Lender’s Commitment, 's rights and obligations referred under the Facilities Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Facilities Agreement as specified in the Schedule in accordance with Clause 23.5 (Procedure for transfer)Schedule.
(b) The proposed Transfer Date is [ ].
(c) The Facility Office and address, fax number number, email address and attention details for notices of the New Lender for the purposes of Clause 30.2 42.2 (Addresses) are set out in the Schedule.
(d) The New Lender agrees to be bound by the terms of the Agreement and the Security Trust Agreement as a Lender.
3. The New Lender expressly acknowledges the limitations on the Existing Lender’s 's obligations set out in paragraph (c) of Clause 23.4 27.4 (Limitation of responsibility of Existing Lenders).
4. The New Lender confirms that it is an Eligible Lender[is]/[is not]*** a Sponsor Affiliate.
5. The New Lender confirms that it [is]/[is not]*** a Restricted Transferee.
6. This Transfer Certificate Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer CertificateAgreement.
7. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
8. This Agreement has been entered into on the date stated at the beginning of this Agreement.
Appears in 1 contract
Samples: Facilities Agreement (StarTek, Inc.)
Selection Notice. Applicable to a Term Loan Marina Bay Sands PteCSP ALPHA HOLDINGS PTE. Ltd. S$1,104,040,000 Facility Agreement dated 18 August 2006 (the “Agreement”)LTD.
1. We refer to the Facilities Agreement. This is a Selection Notice. Terms defined in the Facilities 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 Facility [A/B/C] Loan[s] in [identify currency] with an Interest Period ending on [ ]*.*
3. [We request that the above Term Facility [A/B/C] Loan[s] be divided into [ ] Term Facility [A/B/C] Loans with the following amounts and Interest Periods:]** or [We request that the next Interest Period for the above Term Facility Loan [A/B] Loan[ss] is [ ]].***
4. This Selection Notice is irrevocable. [the Company on behalf of [insert name of relevant Borrower]][insert name of relevant Borrower]4 NOTES: * Insert details of all Term Loans for the relevant Facility A Loans, Facility B Loans or, as the case may be, Facility C Loans which have an Interest Period ending on the same date. ** Use this option if division of Term Facility Loans is requested. *** Use this option if sub-division is not required. 3 Delete as appropriate. 4 Delete as appropriate. To: [ ] as Agent From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”) Dated:: Senior Facilities Agreement dated [●] 2017 (the Facilities Agreement)
1. We refer to the Facilities Agreement. This is agreement (the Agreement) shall take effect as a Transfer CertificateCertificate for the purpose of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Transfer Certificate Agreement unless given a different meaning in this Transfer CertificateAgreement.
2. We refer to Clause 23.5 27.5 (Procedure for transfer):) of the Facilities Agreement:
(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation and in accordance with Clause 27.5 (Procedure for transfer) all or part of the Existing Lender’s Commitment, 's rights and obligations referred under the Facilities Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Facilities Agreement as specified in the Schedule in accordance with Clause 23.5 (Procedure for transfer)Schedule.
(b) The proposed Transfer Date is [ ].
(c) The Facility Office and address, fax number number, email address and attention details for notices of the New Lender for the purposes of Clause 30.2 42.2 (Addresses) are set out in the Schedule.
(d) The New Lender agrees to be bound by the terms of the Agreement and the Security Trust Agreement as a Lender.
3. The New Lender expressly acknowledges the limitations on the Existing Lender’s 's obligations set out in paragraph (c) of Clause 23.4 27.4 (Limitation of responsibility of Existing Lenders).
4. The New Lender confirms that it is an Eligible Lender[is]/[is not]*** a Sponsor Affiliate.
5. The New Lender confirms that it [is]/[is not]*** a Restricted Transferee.
6. This Transfer Certificate Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer CertificateAgreement.
7. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
8. This Agreement has been entered into on the date stated at the beginning of this Agreement.
Appears in 1 contract
Samples: Facilities Agreement (StarTek, Inc.)