FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / lender-accession-agreements-executed.docx
lender-accession-agreements-executed.docx
1021-00001 · 31 clauses
High · 4 Medium · 19 Standard · 4
Section 1. Accession Medium
⚑ Assignment / subcontracting
Section 1. Accession Ridgeline Capital Partners, LP, a limited partnership duly organized and validly existing under the laws of the State of Delaware (the "Acceding Lender"), hereby irrevocably and unconditionally agrees to become a party to the Credit Agreement as a "Lender" thereunder, with all the rights and obligations of a Lender as set forth therein and in the other Loan Documents, effective as of the date her
Section 2. Commitment Standard
⚑ Commercial term
Section 2. Commitment The Acceding Lender hereby commits to provide a Term Loan B Commitment in the aggregate principal amount of $125,000,000 (One Hundred Twenty-Five Million Dollars and 00/100), representing a pro rata share of approximately 17.857% of the aggregate $700,000,000 Senior Secured Term Loan B Credit Facility. Such commitment constitutes a Term Loan B Commitment under Article II of the Credit Agreement
Section 3. Representations and Warranties of the Acceding Lender Medium
⚑ Forum / governing law
Section 3. Representations and Warranties of the Acceding Lender The Acceding Lender hereby represents and warrants to the Administrative Agent, the Collateral Agent, and each other Lender as follows: (a) Organization and Good Standing. The Acceding Lender is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Acceding Lender has full partnership p
Section 4. Agreement to be Bound Medium
⚑ Assignment / subcontracting
Section 4. Agreement to be Bound The Acceding Lender hereby agrees, effective as of the Accession Date, to be bound by all of the terms, conditions, covenants, agreements, representations, and obligations applicable to a "Lender" under the Credit Agreement and each of the other Loan Documents, as fully and completely as if the Acceding Lender were an original signatory to the Credit Agreement. Without limiting the ge
Section 5. Notices
Section 5. Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given or made under the Credit Agreement or any other Loan Document to the Acceding Lender shall be sent to the following address (or such other address as the Acceding Lender may hereafter specify in writing to the Administrative Agent and the Borrower): Ridgeline Capital Partners, LP 399 Park
Section 6. Tax Forms Medium
⚑ Forum / governing law
Section 6. Tax Forms The Acceding Lender shall deliver to the Administrative Agent, on or prior to the Accession Date, and from time to time thereafter as reasonably requested by the Administrative Agent or the Borrower, such properly completed and duly executed documentation prescribed by applicable law, or as reasonably requested by the Administrative Agent or the Borrower, as will permit payments to be made to the
Section 7. Governing Law; Jurisdiction; Jury Waiver High
⚑ Non-compete / exclusivity restraint
Section 7. Governing Law; Jurisdiction; Jury Waiver (a) Governing Law. THIS LENDER ACCESSION AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS LENDER ACCESSION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THA
Section 8. Counterparts Medium
⚑ Assignment / subcontracting
Section 8. Counterparts This Lender Accession Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Lender Accession Agreement by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delive
Section 1. Accession Medium
⚑ Assignment / subcontracting
Section 1. Accession Beacon Atlantic Credit Fund III, a limited partnership duly organized and validly existing under the laws of the Cayman Islands (the "Acceding Lender"), hereby irrevocably and unconditionally agrees to become a party to the Credit Agreement as a "Lender" thereunder, with all the rights and obligations of a Lender as set forth therein and in the other Loan Documents, effective as of the date hereo
Section 2. Commitment Standard
⚑ Commercial term
Section 2. Commitment The Acceding Lender hereby commits to provide a Term Loan B Commitment in the aggregate principal amount of $100,000,000 (One Hundred Million Dollars and 00/100), representing a pro rata share of approximately 14.286% of the aggregate $700,000,000 Senior Secured Term Loan B Credit Facility. Such commitment constitutes a Term Loan B Commitment under Article II of the Credit Agreement and shall be
Section 3. Representations and Warranties of the Acceding Lender Medium
⚑ Forum / governing law
Section 3. Representations and Warranties of the Acceding Lender The Acceding Lender hereby represents and warrants to the Administrative Agent, the Collateral Agent, and each other Lender as follows: (a) Organization and Good Standing. The Acceding Lender is a limited partnership (exempted limited partnership) duly organized, validly existing, and in good standing under the laws of the Cayman Islands. The Acceding L
Section 4. Agreement to be Bound Medium
⚑ Assignment / subcontracting
Section 4. Agreement to be Bound The Acceding Lender hereby agrees, effective as of the Accession Date, to be bound by all of the terms, conditions, covenants, agreements, representations, and obligations applicable to a "Lender" under the Credit Agreement and each of the other Loan Documents, as fully and completely as if the Acceding Lender were an original signatory to the Credit Agreement. Without limiting the ge
Section 5. Notices
Section 5. Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given or made under the Credit Agreement or any other Loan Document to the Acceding Lender shall be sent to the following address (or such other address as the Acceding Lender may hereafter specify in writing to the Administrative Agent and the Borrower): Beacon Atlantic Credit Fund III c/o Bea
Section 6. Tax Forms Medium
⚑ Forum / governing law
Section 6. Tax Forms The Acceding Lender shall deliver to the Administrative Agent, on or prior to the Accession Date, and from time to time thereafter as reasonably requested by the Administrative Agent or the Borrower, such properly completed and duly executed documentation prescribed by applicable law, or as reasonably requested by the Administrative Agent or the Borrower, as will permit payments to be made to the
Section 7. Governing Law; Jurisdiction; Jury Waiver High
⚑ Non-compete / exclusivity restraint
Section 7. Governing Law; Jurisdiction; Jury Waiver (a) Governing Law. THIS LENDER ACCESSION AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS LENDER ACCESSION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THA
Section 8. Counterparts Medium
⚑ Assignment / subcontracting
Section 8. Counterparts This Lender Accession Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Lender Accession Agreement by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delive
Section 1. Accession Medium
⚑ Assignment / subcontracting
Section 1. Accession Tidewater Institutional Investors, Inc., a corporation duly organized and validly existing under the laws of the State of Connecticut (the "Acceding Lender"), hereby irrevocably and unconditionally agrees to become a party to the Credit Agreement as a "Lender" thereunder, with all the rights and obligations of a Lender as set forth therein and in the other Loan Documents, effective as of the date
Section 2. Commitment Standard
⚑ Commercial term
Section 2. Commitment The Acceding Lender hereby commits to provide a Term Loan B Commitment in the aggregate principal amount of $75,000,000 (Seventy-Five Million Dollars and 00/100), representing a pro rata share of approximately 10.714% of the aggregate $700,000,000 Senior Secured Term Loan B Credit Facility. Such commitment constitutes a Term Loan B Commitment under Article II of the Credit Agreement and shall be
Section 3. Representations and Warranties of the Acceding Lender Medium
⚑ Forum / governing law
Section 3. Representations and Warranties of the Acceding Lender The Acceding Lender hereby represents and warrants to the Administrative Agent, the Collateral Agent, and each other Lender as follows: (a) Organization and Good Standing. The Acceding Lender is a corporation duly organized, validly existing, and in good standing under the laws of the State of Connecticut. The Acceding Lender has full corporate power an
Section 4. Agreement to be Bound Medium
⚑ Assignment / subcontracting
Section 4. Agreement to be Bound The Acceding Lender hereby agrees, effective as of the Accession Date, to be bound by all of the terms, conditions, covenants, agreements, representations, and obligations applicable to a "Lender" under the Credit Agreement and each of the other Loan Documents, as fully and completely as if the Acceding Lender were an original signatory to the Credit Agreement. Without limiting the ge
Section 5. Notices
Section 5. Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given or made under the Credit Agreement or any other Loan Document to the Acceding Lender shall be sent to the following address (or such other address as the Acceding Lender may hereafter specify in writing to the Administrative Agent and the Borrower): Tidewater Institutional Investors, Inc.
Section 6. Tax Forms Medium
⚑ Forum / governing law
Section 6. Tax Forms The Acceding Lender shall deliver to the Administrative Agent, on or prior to the Accession Date, and from time to time thereafter as reasonably requested by the Administrative Agent or the Borrower, such properly completed and duly executed documentation prescribed by applicable law, or as reasonably requested by the Administrative Agent or the Borrower, as will permit payments to be made to the
Section 7. Governing Law; Jurisdiction; Jury Waiver High
⚑ Non-compete / exclusivity restraint
Section 7. Governing Law; Jurisdiction; Jury Waiver (a) Governing Law. THIS LENDER ACCESSION AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS LENDER ACCESSION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THA
Section 8. Counterparts Medium
⚑ Assignment / subcontracting
Section 8. Counterparts This Lender Accession Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Lender Accession Agreement by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delive
Section 1. Accession Medium
⚑ Assignment / subcontracting
Section 1. Accession Ironbridge Loan Management LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the "Acceding Lender"), hereby irrevocably and unconditionally agrees to become a party to the Credit Agreement as a "Lender" thereunder, with all the rights and obligations of a Lender as set forth therein and in the other Loan Documents, effective as of the da
Section 2. Commitment Standard
⚑ Commercial term
Section 2. Commitment The Acceding Lender hereby commits to provide a Term Loan B Commitment in the aggregate principal amount of $100,000,000 (One Hundred Million Dollars and 00/100), representing a pro rata share of approximately 14.286% of the aggregate $700,000,000 Senior Secured Term Loan B Credit Facility. Such commitment constitutes a Term Loan B Commitment under Article II of the Credit Agreement and shall be
Section 3. Representations and Warranties of the Acceding Lender Medium
⚑ Forum / governing law
Section 3. Representations and Warranties of the Acceding Lender The Acceding Lender hereby represents and warrants to the Administrative Agent, the Collateral Agent, and each other Lender as follows: (a) Organization and Good Standing. The Acceding Lender is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Acceding Lender has full limited
Section 4. Agreement to be Bound Medium
⚑ Assignment / subcontracting
Section 4. Agreement to be Bound The Acceding Lender hereby agrees, effective as of the Accession Date, to be bound by all of the terms, conditions, covenants, agreements, representations, and obligations applicable to a "Lender" under the Credit Agreement and each of the other Loan Documents, as fully and completely as if the Acceding Lender were an original signatory to the Credit Agreement. Without limiting the ge
Section 5. Notices
Section 5. Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given or made under the Credit Agreement or any other Loan Document to the Acceding Lender shall be sent to the following address (or such other address as the Acceding Lender may hereafter specify in writing to the Administrative Agent and the Borrower): Ironbridge Loan Management LLC 600 Lexi
Section 6. Tax Forms Medium
⚑ Forum / governing law
Section 6. Tax Forms The Acceding Lender shall deliver to the Administrative Agent, on or prior to the Accession Date, and from time to time thereafter as reasonably requested by the Administrative Agent or the Borrower, such properly completed and duly executed documentation prescribed by applicable law, or as reasonably requested by the Administrative Agent or the Borrower, as will permit payments to be made to the
Section 7. Governing Law; Jurisdiction; Jury Waiver High
⚑ Non-compete / exclusivity restraint
Section 7. Governing Law; Jurisdiction; Jury Waiver (a) Governing Law. THIS LENDER ACCESSION AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS LENDER ACCESSION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THA