APPLICABLE LAW; JURISDICTION; TRIAL BY JURY. THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Parties submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Joinder Agreement or the transactions contemplated hereby. Nothing in this Section 14 shall limit any of the Parties’ right to bring proceedings in any other courts of competent jurisdiction in more than one jurisdiction (whether concurrently or not) to the extent permitted by applicable law. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTER-CLAIM BOUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE MANDATE DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER. [●], as Additional [Term/Revolving Credit] Lender By: Name: Title: THE BANK OF NOVA SCOTIA, as Administrative Agent By: Name: Title: THE BANK OF NOVA SCOTIA, as Security Trustee By: Name: Title: [BORROWER] By: Name: Title: [GUARANTORS] By: Name: Title: Schedule 1 ADDITIONAL TERM B-[●] FACILITY LENDERS AND TERM B-[●] COMMITMENTS Additional Lender [Term [●]/Class [●] Revolving Credit] Commitment [●] $[●] [●] $[●] TOTAL: $[●] Schedule 2 FACILITY OFFICE AND ADDRESS FOR NOTICES OF ADDITIONAL [TERM/REVOLVING CREDIT] LENDERS ADMINISTRATIVE AGENT: Administrative Agent’s Office Agent Name The Bank of Nova Scotia, London Address: 000 Xxxxxxxxxxx, 0xx XxxxxXxxxxx, XX0X 0XX Attn: BNS London Loan Ops Email: xxxxxxxxxx.xx@xxxxxxxxxx.xxx Phone: +00 000 000 0000 Fax: +00 000 000 0000 ADDITIONAL [TERM/REVOLVING CREDIT] LENDERS: [●] Address: [●] Attn: [●] Email: [●] Phone: [●] Fax: [●] Schedule 3 CONDITIONS PRECEDENT TO EFFECTIVE DATE 1. Execution and delivery of this Joinder Agreement by each Loan Party.
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APPLICABLE LAW; JURISDICTION; TRIAL BY JURY. THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Parties submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Joinder Agreement or the transactions contemplated hereby. Nothing in this Section 14 15 shall limit any of the Parties’ right to bring proceedings in any other courts of competent jurisdiction in more than one jurisdiction (whether concurrently or not) to the extent permitted by applicable law. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTER-CLAIM BOUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE MANDATE DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER. [●]XXX XXXX XX XXXX XXXXXX, as Additional [Term/Revolving Credit] Term B-6 Facility Lender By: Name: Title: THE BANK OF NOVA SCOTIA, as Administrative Agent By: Name: Title: THE BANK OF NOVA SCOTIA, as Security Trustee By: Name: Title: [BORROWER] Coral-US Co-Borrower LLC, as the Borrower and a Guarantor By: Name: Title: [GUARANTORS] Sable International Finance Limited, as a Guarantor By: Name: Title: C&W Senior Secured Parent Limited, as a Guarantor By: Name: Title: Sable Holding Limited, as a Guarantor By: Name: Title: CWI Group Limited, as a Guarantor By: Name: Title: Cable and Wireless (West Indies) Limited, as a Guarantor By: Name: Title: Columbus International Inc., as a Guarantor By: Name: Title: Schedule 1 ADDITIONAL TERM B-[●] B-6 FACILITY LENDERS AND TERM B-[●] B-6 FACILITY COMMITMENTS Additional Term B-6 Facility Lender [Term [●]/Class [●] Revolving Credit] B-6 Facility Commitment [●] The Bank of Nova Scotia $[●] [●] $[●] 590,000,000 TOTAL: $[●] Schedule 2 590,000,000 FACILITY OFFICE AND ADDRESS FOR NOTICES OF ADDITIONAL [TERM/REVOLVING CREDIT] TERM B-6 FACILITY LENDERS ADMINISTRATIVE AGENT: Administrative Agent’s Office Agent Name The Bank of Nova Scotia, London Address: 000 Xxxxxxxxxxx, 0xx XxxxxXxxxxx, XX0X 0XX Attn:Email: BNS London Loan Ops Phone: Fax: ADDITIONAL TERM B-6 FACILITY LENDERS: THE BANK OF NOVA SCOTIA Address: 000 Xxxxxxxxxxx, 0xx Xxxxx Xxxxxx, XX0X 0XX Attn: Email: xxxxxxxxxx.xx@xxxxxxxxxx.xxx BNS London Loan Ops Phone: +00 000 000 0000 Fax: +00 000 000 0000 ADDITIONAL [TERM/REVOLVING CREDIT] LENDERS: [●] Address: [●] Attn: [●] Email: [●] Phone: [●] Fax: [●] Schedule 3 CONDITIONS PRECEDENT TO EFFECTIVE DATE 1. Execution and delivery of this Joinder Agreement by each Loan Party.CLOSING DATE
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APPLICABLE LAW; JURISDICTION; TRIAL BY JURY. THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Parties submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Joinder Agreement or the transactions contemplated hereby. Nothing in this Section 14 shall limit any of the Parties’ right to bring proceedings in any other courts of competent jurisdiction in more than one jurisdiction (whether concurrently or not) to the extent permitted by applicable law. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTER-CLAIM BOUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE MANDATE DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER. [●], as Additional [Term/Revolving Credit] Lender By: Name: Title: THE BANK OF NOVA SCOTIA, as Administrative Agent By: Name: Title: THE BANK OF NOVA SCOTIA, as Security Trustee By: Name: Title: [BORROWER] By: Name: Title: [GUARANTORS] By: Name: Title: Schedule 1 6 ADDITIONAL TERM B-[●] FACILITY LENDERS AND TERM B-[●] COMMITMENTS Additional Lender [Term [●]/Class [●] Revolving Credit] Commitment [●] $[●] [●] $[●] TOTAL: $[●] Schedule 2 7 FACILITY OFFICE AND ADDRESS FOR NOTICES OF ADDITIONAL [TERM/REVOLVING CREDIT] LENDERS ADMINISTRATIVE AGENT: Administrative Agent’s Office Agent Name The Bank of Nova Scotia, London Address: 000 Xxxxxxxxxxx, 0xx XxxxxXxxxxx, XX0X 0XX Attn: BNS London Loan Ops Email: xxxxxxxxxx.xx@xxxxxxxxxx.xxx Phone: +00 000 000 0000 Fax: +00 000 000 0000 ADDITIONAL [TERM/REVOLVING CREDIT] LENDERS: [●] Address: [●] Attn: [●] Email: [●] Phone: [●] Fax: [●] Schedule 3 8 CONDITIONS PRECEDENT TO EFFECTIVE DATE 1. Execution and delivery of this Joinder Agreement by each Loan Party.
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APPLICABLE LAW; JURISDICTION; TRIAL BY JURY. THIS JOINDER AGREEMENT EXTENSION AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENTEXTENSION AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Parties submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Joinder Agreement Extension Amendment or the transactions contemplated hereby. Nothing in this Section 14 15 shall limit any of the Parties’ right to bring proceedings in any other courts of competent jurisdiction in more than one jurisdiction (whether concurrently or not) to the extent permitted by applicable law. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTER-CLAIM BOUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE MANDATE DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER. [●]Deutsche Bank AG New York Branch, as Additional [Term/2021 Extending Class B Revolving Credit] Credit Lender By: ____________________________ Name: Title: Bank of America N.A., as 2021 Extending Class B Revolving Credit Lender By: ____________________________ Name: Title: BNP Paribas Fortis SA/NV, as 2021 Extending Class B Revolving Credit Lender By: ____________________________ Name: Title: Citicorp North America, Inc., as 2021 Extending Class B Revolving Credit Lender By: ____________________________ Name: Title: Credit Suisse AG, Cayman Islands Branch, as 2021 Extending Class B Revolving Credit Lender By: ____________________________ Name: Title: FirstCaribbean International Bank (Bahamas) Limited, as 2021 Extending Class B Revolving Credit Lender By: ____________________________ Name: Title: Xxxxxxx Xxxxx Bank USA, as 2021 Extending Class B Revolving Credit Lender By: ____________________________ Name: Title: ING Capital LLC, as 2021 Extending Class B Revolving Credit Lender By: ____________________________ Name: Title: JPMorgan Chase Bank, N.A., as 2021 Extending Class B Revolving Credit Lender By: ____________________________ Name: Title: Royal Bank of Canada, as 2021 Extending Class B Revolving Credit Lender By: ____________________________ Name: Title: Societe Generale, London Branch, as 2021 Extending Class B Revolving Credit Lender By: ____________________________ Name: Title: THE BANK OF NOVA SCOTIA, as 2021 Extending Class B Revolving Credit Lender, L/C Issuer and Swing Line Lender By: ____________________________ Name: Title: THE BANK OF NOVA SCOTIA, as Administrative Agent By: ____________________________ Name: Title: THE BANK OF NOVA SCOTIA, as Security Trustee By: ____________________________ Name: Title: [BORROWER] Coral-US Co-Borrower LLC, as a Borrower and a Guarantor By: ____________________________ Name: Title: [GUARANTORS] Sable International Finance Limited, as a Borrower and a Guarantor By: ____________________________ Name: Title: Schedule C&W Senior Secured Parent Limited, as a Guarantor By: ____________________________ Name: Title: Sable Holding Limited, as a Guarantor By: ____________________________ Name: Title: CWIGroup Limited, as a Guarantor By: ____________________________ Name: Title: Cable and Wireless (West Indies) Limited, as a Guarantor By: ____________________________ Name: Title: Columbus International Inc., as a Guarantor By: ____________________________ Name: Title: SCHEDULE 1 ADDITIONAL TERM B-[●] FACILITY 2021 EXTENDING CLASS B REVOLVING CREDIT LENDERS AND TERM B-[●] 2021 EXTENDED CLASS B REVOLVING CREDIT COMMITMENTS Additional Lender [Term [●]/Class [●] 2021 Extending Class B Revolving Credit] Credit Lenders 2021 Extended Class B Revolving Credit Commitment [●] Deutsche Bank AG New York Branch $[●] [●] 40,000,000 Bank of America, N.A. $[●] 56,000,000 BNP Paribas Fortis SA/NV $50,000,000 Citicorp North America, Inc. $50,000,000 Credit Suisse AG, Cayman Islands Branch $50,000,000 FirstCaribbean International Bank (Bahamas) Limited $32,500,000 Xxxxxxx Xxxxx Bank USA $50,000,000 ING Capital LLC $50,000,000 JPMorgan Chase Bank, N.A. $40,000,000 Royal Bank of Canada $57,500,000 Societe Generale, London Branch $50,000,000 The Bank of Nova Scotia $54,000,000 TOTAL: $[●] Schedule 580,000,000 SCHEDULE 2 FACILITY OFFICE AND ADDRESS FOR NOTICES OF ADDITIONAL [TERM/REVOLVING CREDIT] LENDERS 2021 Extending Class B Revolving Credit Lenders ADMINISTRATIVE AGENT: Administrative Agent’s Office Agent Name The Bank of Nova Scotia, London Address: 000 Xxxxxxxxxxx, 0xx XxxxxXxxxxx, XX0X 0XX Attn: BNS London Loan Ops Email: xxxxxxxxxx.xx@xxxxxxxxxx.xxx Phone: +00 000 000 0000 Fax: +00 000 000 0000 ADDITIONAL [TERM/2021 EXTENDING CLASS B REVOLVING CREDIT] CREDIT LENDERS: [●] Deutsche Bank AG New York Branch Address: [●] 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 Attn: [●] Xxxxxxx X. Xxxxxxxx Email: [●] Phone: [●] Bank of America, N.A., London Branch Address: 0 Xxxx Xxxxxx Xxxxxx, London EC1A 1HQ Attn: Xxxxxx Xxxxx / Xxxxxxx Xxxxxxx Phone: BNP Paribas Fortis SA/NV Address: Xxxxxxxx xx Xxxx 0 - 0000 Xxxxxxxx, Xxxxxxx Attn: Xxxxxxx Xxxxxxx / Xxxx-Xxxxxxxx Xxxxxx Citicorp North America, Inc. Address: 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Attn: Loan Administration Email: Phone: FirstCaribbean International Bank (Bahamas) Limited Address: FirstCaribbean Financial Center, Xxxxxxx Street, P. O. Box N-7125, Nassau, Bahamas Attn: Xxxxx Major Email: Phone: Fax: [●] Schedule With a copy to: Xxxxxx de Caries Email: Phone: Xxxxxxx Xxxxx Bank USA Attn: Xxxx Xxxx/Xxxxxx Xxxxxx Address: Xxxxxxxx Xxxxx, 00 Xxxx Xxxx, Xxxxxx XX0X 0XX Email: Phone: ING Capital LLC Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attn: Xxx Xxxx Email: Phone: Fax: JPMorgan Chase Bank, N.A. Address: 000 Xxxxxxx Xxxxxxxxxx Xx., Newark, DE 19713 Attn: Xxxxxx Xxxx Email: Phone: Fax: Royal Bank of Canada Address: Xxxxxx Xxxxx, 0 Xxxxxxxxxx, Xxxxxx XX0X 0XX Attn: Cein Xxxxxx-Xxxxxxxxx Phone: Societe Generale, London Branch Address: Xxx Xxxx Xxxxxx, Xxxxxx X00 0XX Attn: Chenaab Randhawa Phone: The Bank of Nova Scotia Address: 000 Xxxxxxxxxxx, 0xx Xxxxx, Xxxxxx XX0X 0XX Attn: BNS London Loan Ops Email: Phone: Fax: SCHEDULE 3 CONDITIONS PRECEDENT TO EFFECTIVE DATE 1. Execution and delivery of this Joinder Agreement Extension Amendment by each Loan Party.
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APPLICABLE LAW; JURISDICTION; TRIAL BY JURY. THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Parties submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Joinder Agreement or the transactions contemplated hereby. Nothing in this Section 14 15 shall limit any of the Parties’ right to bring proceedings in any other courts of competent jurisdiction in more than one jurisdiction (whether concurrently or not) to the extent permitted by applicable law. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTER-CLAIM BOUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE MANDATE DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER. [●]Signature pages follow] THE BANK OF NOVA SCOTIA, as Additional [Term/Revolving Credit] Term B-5 Facility Lender By: Name: Title: THE BANK OF NOVA SCOTIA, as Administrative Agent By: Name: Title: THE BANK OF NOVA SCOTIA, as Security Trustee By: Name: Title: [BORROWER] Coral-US Co-Borrower LLC, as the Borrower and a Guarantor By: Name: Title: [GUARANTORS] Sable International Finance Limited, as a Guarantor By: Name: Title: C&W Senior Secured Parent Limited, as a Guarantor By: Name: Title: Sable Holding Limited, as a Guarantor By: Name: Title: CWI Group Limited, as a Guarantor By: Name: Title: Cable and Wireless (West Indies) Limited, as a Guarantor By: Name: Title: Columbus International Inc., as a Guarantor By: Name: Title: Schedule 1 ADDITIONAL TERM B-[●] B-5 FACILITY LENDERS AND TERM B-[●] B-5 FACILITY COMMITMENTS Additional Term B-5 Facility Lender [Term [●]/Class [●] Revolving Credit] B-5 Facility Commitment [●] The Bank of Nova Scotia $[●] [●] $[●] 1,510,000,000 TOTAL: $[●] Schedule 1,510,000,000 SCHEDULE 2 FACILITY OFFICE AND ADDRESS FOR NOTICES OF ADDITIONAL [TERM/REVOLVING CREDIT] TERM B-5 FACILITY LENDERS ADMINISTRATIVE AGENT: Administrative Agent’s Office Agent Name The Bank of Nova Scotia, London Address: 000 Xxxxxxxxxxx, 0xx XxxxxXxxxxxXxxxx Xxxxxx, XX0X 0XX Attn: Email: BNS London Loan Ops Phone: Fax: ADDITIONAL TERM B-5 FACILITY LENDERS: THE BANK OF NOVA SCOTIA Address: 000 Xxxxxxxxxxx, 0xx Xxxxx Xxxxxx, XX0X 0XX Attn: Email: xxxxxxxxxx.xx@xxxxxxxxxx.xxx BNS London Loan Ops Phone: +00 000 000 0000 Fax: +00 000 000 0000 ADDITIONAL [TERM/REVOLVING CREDIT] LENDERS: [●] Address: [●] Attn: [●] Email: [●] Phone: [●] Fax: [●] Schedule SCHEDULE 3 CONDITIONS PRECEDENT TO EFFECTIVE DATE 1. Execution and delivery of this Joinder Agreement by each Loan Party.
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APPLICABLE LAW; JURISDICTION; TRIAL BY JURY. THIS JOINDER AGREEMENT EXTENSION AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENTEXTENSION AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Parties submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Joinder Agreement Extension Amendment or the transactions contemplated hereby. Nothing in this Section 14 15 shall limit any of the Parties’ right to bring proceedings in any other courts of competent jurisdiction in more than one jurisdiction (whether concurrently or not) to the extent permitted by applicable law. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTER-CLAIM BOUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE MANDATE DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER. [●]BANK OF AMERICA, N.A., LONDON BRANCH, as Additional [Term/Extending Class B Revolving Credit] Credit Lender By: Name: Title: THE BANK OF NOVA SCOTIABNP PARIBAS FORTIS SA/NV, as Administrative Agent Extending Class B Revolving Credit Lender By: Name: Title: THE BANK OF NOVA SCOTIA, as Security Trustee By: Name: Title: [BORROWER] By: Name: Title: [GUARANTORS] By: Name: Title: Schedule 1 ADDITIONAL TERM B-[●] FACILITY LENDERS AND TERM B-[●] COMMITMENTS Additional Lender [Term [●]/Class [●] Revolving Credit] Commitment [●] $[●] [●] $[●] TOTAL: $[●] Schedule 2 FACILITY OFFICE AND ADDRESS FOR NOTICES OF ADDITIONAL [TERM/REVOLVING CREDIT] LENDERS ADMINISTRATIVE AGENT: Administrative Agent’s Office Agent Name The Bank of Nova Scotia, London Address: 000 Xxxxxxxxxxx, 0xx XxxxxXxxxxx, XX0X 0XX Attn: BNS London Loan Ops Email: xxxxxxxxxx.xx@xxxxxxxxxx.xxx Phone: +00 000 000 0000 Fax: +00 000 000 0000 ADDITIONAL [TERM/REVOLVING CREDIT] LENDERS: [●] Address: [●] Attn: [●] Email: [●] Phone: [●] Fax: [●] Schedule 3 CONDITIONS PRECEDENT TO EFFECTIVE DATE 1. Execution and delivery of this Joinder Agreement by each Loan Party.:
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