Addition of Pride Borrowers. Substantially concurrent with the Pride Merger Effective Date, the Parent shall: (a) cause the Pride Borrowers to execute and deliver to the Administrative Agent a Borrower Counterpart; (b) cause Pride to execute and deliver to the Administrative Agent a Guaranty in substantially the form of the Guaranty delivered by Parent, Global, EII, and EUI on the Effective Date; (c) cause the Pride Borrowers to execute and deliver to the Administrative Agent a Note, drawn to the order of each Bank requesting a Note, duly executed by each Pride Borrower and the Ensco Borrowers; (d) cause the Pride Borrowers to deliver the items identified in Sections 3.01(d), 3.01(e), and 3.01(g) with respect to such Pride Borrowers; (e) cause the Pride Borrowers to deliver to the Administrative Agent legal opinions with respect to such Pride Borrowers, dated as of the date of the Borrower Counterpart to which they are a party, addressed to the Administrative Agent and the Banks, having substantially the same coverage as those opinions delivered pursuant to Sections 3.01(b) and 3.01(c); (f) cause the Pride Borrowers to deliver evidence of appointment by Pride International of the Process Agent as its domestic process agent in accordance with Section 8.14; (g) cause the Pride Borrowers to deliver evidence of the termination of the Amended and Restated Revolving Credit Agreement dated as of July 30, 2010 among the Pride Borrowers, the lenders party thereto and Citibank, N.A., as administrative agent and the repayment in full of the outstanding Advances (as defined therein) under such agreement; and (h) to the extent the addition of the Pride Borrowers as Borrowers hereunder obligates the Administrative Agent or any Bank to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, promptly upon the request of the Administrative Agent or any Bank, cause the Pride Borrowers to supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be reasonably satisfied it has complied with the results of all necessary "know your customer" or other similar checks under all applicable laws and regulations. Upon fulfillment of the conditions in this Section 2.22, the Pride Borrowers shall be bound by and entitled to the benefits and obligations of this Agreement as a Borrower hereunder to the same extent as any other Borrower and the Administrative Agent will promptly notify each Bank of the date that the Pride Borrowers become Borrowers hereunder.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Ensco PLC)
Addition of Pride Borrowers. Substantially concurrent with the Pride Merger Effective Date, the Parent shall:
(a) cause the Pride Borrowers to execute and deliver to the Administrative Agent a Borrower Counterpart;
(b) cause Pride to execute and deliver to the Administrative Agent a Guaranty in substantially the form of the Guaranty delivered by Parent, Global, EII, and EUI on the Effective Date;
(c) cause the Pride Borrowers to execute and deliver to the Administrative Agent a Note, drawn to the order of each Bank requesting a Note, duly executed by each Pride Borrower and the Ensco Borrowers;
(d) cause the Pride Borrowers to deliver the items identified in Sections 3.01(d), 3.01(e), and 3.01(g) with respect to such Pride Borrowers;
(e) cause the Pride Borrowers to deliver to the Administrative Agent legal opinions with respect to such Pride Borrowers, dated as of the date of the Borrower Counterpart to which they are a party, addressed to the Administrative Agent and the Banks, having substantially the same coverage as those opinions delivered pursuant to Sections 3.01(b) and 3.01(c);
(f) cause the Pride Borrowers to deliver evidence of appointment by Pride International of the Process Agent as its domestic process agent in accordance with Section 8.14;
(g) cause the Pride Borrowers to deliver evidence of the termination of the Amended and Restated Revolving Credit Agreement dated as of July 30, 2010 among the Pride Borrowers, the lenders party thereto and Citibank, N.A., as administrative agent and the repayment in full of the outstanding Advances (as defined therein) under such agreement; and
(h) to the extent the addition of the Pride Borrowers as Borrowers hereunder obligates the Administrative Agent or any Bank to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, promptly upon the request of the Administrative Agent or any Bank, cause the Pride Borrowers to supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be reasonably satisfied it has complied with the results of all necessary "know your customer" or other similar checks under all applicable laws and regulations. Upon fulfillment of the conditions in this Section 2.222.24, the Pride Borrowers shall be bound by and entitled to the benefits and obligations of this Agreement as a Borrower hereunder to the same extent as any other Borrower and the Administrative Agent will promptly notify each Bank of the date that the Pride Borrowers become Borrowers hereunder.
Appears in 1 contract
Sources: Credit Agreement (Ensco PLC)