AGREEMENT TO ACCEDE. Each of the Security Agent and the Intercreditor Agent hereby agrees to accede, as security agent and intercreditor agent, respectively, to the Indenture on the terms and conditions set forth in this Supplemental Indenture and the Indenture. In particular connection with such accession, each of the Security Agent and the Intercreditor Agent agrees (a) to be bound by all of the covenants, stipulations, promises and agreements set forth in the Indenture that are applicable to the Security Agent or the Intercreditor Agent, as applicable and (b) to perform in accordance with its terms of the Indenture, all the terms of the Indenture required to be performed by the Security Agent or the Intercreditor Agent, as applicable.
AGREEMENT TO ACCEDE. The Company hereby agrees to accede to the Indenture, as issuer, on the terms and conditions set forth in this Agreement and the Indenture. In particular connection with such succession, the Company agrees (a) to be bound by all of the covenants, stipulations, promises and agreements set forth in the Indenture and (b) to perform in accordance with its terms all of the obligations which by the terms of the Indenture are required to be performed by Newco.
AGREEMENT TO ACCEDE. Each Post-Completion Guarantor, as of the date hereof, hereby agrees to accede to the Purchase Agreement on the terms and conditions set forth in this Accession Agreement and the Purchase Agreement and shall have the rights and obligations thereunder as if it had executed the Purchase Agreement as a Guarantor. In connection with such accession, each Post-Completion Guarantor agrees to be bound by all of the representations, warranties, covenants, stipulations, promises, agreements and other obligations applicable as set forth in the Purchase Agreement, to the extent permitted by applicable law, as of the dates provided therein. On and after the date of this Accession Agreement, each reference to the “Purchase Agreement” or “this Agreement”, or words of like import referring to the Purchase Agreement, shall mean the Purchase Agreement together with this Accession Agreement and any other Accession Agreement entered into on or prior to the date hereof.
AGREEMENT TO ACCEDE. The Successor Company hereby agrees that on and from the Effective Date it will accede (the “Accession”) to the Indenture, as issuer, on the terms and conditions set forth in this Supplemental Indenture and the Indenture. In particular connection with such succession, the Successor Company agrees that on and from the Effective Date (a) be bound by all of the covenants, stipulations, promises and agreements set forth in the Indenture and (b) to perform in accordance with its terms all of the obligations which by the terms of the Indenture and the Notes that are required to be performed by UPC Germany, the “Issuer” and/or the “Company”.
AGREEMENT TO ACCEDE. UPC Germany hereby agrees to accede to the Indenture, as issuer, on the terms and conditions set forth in this Accession Agreement and the Indenture. In particular connection with such succession, UPC Germany agrees (a) to be bound by all of the covenants, stipulations, promises and agreements set forth in the Indenture and (b) to perform in accordance with its terms all of the obligations which by the terms of the Indenture are required to be performed by Xxxxx XX Musketeer. Furthermore, UPC Germany agrees to comply with and be bound by all of the terms of, and perform all of its obligations under the Indenture and the Notes as the “Issuer”.
AGREEMENT TO ACCEDE. Xxxxx XX hereby agrees to accede to the Indenture, as issuer, on the terms and conditions set forth in this Accession Agreement and the Indenture. In particular connection with such succession, Xxxxx XX agrees (a) to be bound by all of the covenants, stipulations, promises and agreements set forth in the Indenture and (b) to perform in accordance with its terms all of the obligations which by the terms of the Indenture are required to be performed by the Company. Furthermore, Xxxxx XX agrees to comply with and be bound by all of the terms of, and perform all of its obligations under the Indenture and the Notes as the “Company”.
AGREEMENT TO ACCEDE. Unitymedia GmbH hereby agrees to accede to the Indenture, as issuer, on the terms and conditions set forth in this Accession Agreement and the Indenture. In particular connection with such succession, Unitymedia GmbH agrees (a) to be bound by all of the covenants, stipulations, promises and agreements set forth in the Indenture and (b) to perform in accordance with its terms all of the obligations which by the terms of the Indenture are required to be performed by UPC Germany. Furthermore, Unitymedia GmbH agrees to comply with and be bound by all of the terms of, and perform all of its obligations under, the Indenture and the Notes as the “Company”.
AGREEMENT TO ACCEDE. Matel hereby agrees to accede, with effect on and from the date hereof, to the Global Note on the terms and conditions set forth in this Note Accession Agreement and the Global Notes, whereupon (a) Matel shall, with effect on and from the date hereof (x) be bound by all of the covenants, stipulations, promises and agreements set forth in the Global Note and (y) perform in accordance with its terms all of the obligations which by the terms of such Global Note are required to be performed by the Issuer, and (b) the Company shall, with effect on and from the date hereof, be released from all of its covenants, stipulations, promises and agreements set forth in each Global Note and will no longer be bound by the terms thereof. Each of the Trustee, on behalf of each Holder, and each Holder, by accepting a Global Note, hereby agrees to the accession of Matel to, and the release of the Company from, each Global Note, in each case, in accordance with the immediately preceding sentence.
AGREEMENT TO ACCEDE. Each of Unitymedia Hessen and Unitymedia NRW hereby agrees to accede to the Indenture, as co-issuers, on the terms and conditions set forth in this Accession Agreement and the Indenture. In particular connection with such succession, each of Unitymedia Hessen and Unitymedia NRW agrees (a) to be bound by all of the covenants, stipulations, promises and agreements set forth in the Indenture and (b) to perform in accordance with its terms all of the obligations which by the terms of the Indenture are required to be performed by UPC Germany. Furthermore, Unitymedia Hessen agrees to comply with and be bound by all of the terms of, and perform all of its obligations under, the Indenture and the Notes as the “Company”.
AGREEMENT TO ACCEDE. Matel and the undersigned Guarantors hereby agree to accede to the Indenture on the terms and conditions set forth in this Supplemental Indenture and the Indenture. In particular connection with such succession, Matel and the undersigned Guarantors agree to be bound by all of the covenants, stipulations, promises and agreements set forth in the Indenture, to the extent permitted by applicable law, as of the dates provided therein, and Matel shall assume all of the obligations of the Company under the Notes and Indentures.
