Common use of Mandatory Prepayment Accounts Clause in Contracts

Mandatory Prepayment Accounts. (a) The Company shall ensure that amounts in respect of which the Company has made an election under paragraph (c) of Clause 10.4 (Application of mandatory prepayments) are paid into a Mandatory Prepayment Account, in the case of all such amounts other than pursuant to Clause 25.21 (Notes Purchases), as soon as reasonably practicable after receipt by a member of the Restricted Group and, in the case of amounts pursuant to Clause 25.21 (Notes Purchases), on or prior to the Notes Purchase in relation to which the relevant prepayment is required. (i) Subject to paragraph (ii) below, the Company and each Borrower irrevocably authorise the Agent to apply amounts credited to the Mandatory Prepayment Account to pay amounts due and payable under Clause 10.4 (Application of mandatory prepayments) and otherwise under the Finance Documents. For the avoidance of doubt, after the occurrence of an Event of Default that is continuing but prior to the occurrence of an Acceleration Event (under and as defined in the Intercreditor Agreement), the Company and each Borrower further irrevocably authorise the Agent to so apply amounts credited to the Mandatory Prepayment Account. (ii) Each of the Parties hereby acknowledges and confirms that, on and after the occurrence of an Acceleration Event (under and as defined in the Intercreditor Agreement), amounts credited to the Mandatory Prepayment Account shall be applied in accordance with the terms of the Intercreditor Agreement. (c) A Lender, the Security Agent, Agent with which a Mandatory Prepayment Account or Account Bank is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless an Event of Default is continuing and (ii) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts. (a) The Company Borrower shall ensure that amounts in respect of which the Company Borrower has made an election under paragraph (cb) of Clause 10.4 8.4 (Application of mandatory prepaymentsprepayments and cancellations) are paid into a Mandatory Prepayment Account, in the case of all such amounts other than pursuant to Clause 25.21 (Notes Purchases), Account as soon as reasonably practicable after receipt by a member of the Restricted Group and, in the case of amounts pursuant to Clause 25.21 (Notes Purchases), on or prior to the Notes Purchase in relation to which the relevant prepayment is requiredGroup. (ib) Subject to paragraph (ii) below, the Company and each The Borrower irrevocably authorise authorises the Agent to apply amounts credited to the Mandatory Prepayment Account to pay amounts due and payable under Clause 10.4 8.4 (Application of mandatory prepayments) and otherwise under the Finance Documents. For the avoidance of doubt, after the occurrence of an Event of Default that is continuing but prior to the occurrence of an Acceleration Event (under and as defined in the Intercreditor Agreement), the Company and each Borrower further irrevocably authorise the Agent to so apply amounts credited to the Mandatory Prepayment Account. (ii) Each of the Parties hereby acknowledges and confirms that, on and after the occurrence of an Acceleration Event (under and as defined in the Intercreditor Agreement), amounts credited to the Mandatory Prepayment Account shall be applied in accordance with the terms of the Intercreditor Agreement. (c) A Lender, the Security Agent, Agent or Agent with which a Mandatory Prepayment Account or Account Bank is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless an Event of a Default is continuing and (ii) each such account is subject to the Transaction Security. (d) The Borrower shall use all reasonable endeavours to ensure that any transaction giving rise to a prepayment obligation is structured in such a way that it will not be unlawful for the Borrower or members of the Restricted Group to move the relevant proceeds received between members of the Group to enable a mandatory prepayment to be lawfully made and the proceeds lawfully applied as provided under this Clause 8 (Mandatory Prepayment and Cancellation) and/or to minimise the costs and Taxes of making such mandatory prepayment (including using all reasonable endeavours to fund such payment from surplus cash in the Group that is not so trapped provided doing so would not be materially prejudicial to overall Group liquidity or the availability of such cash to members of the Group requiring funds). If, however the costs and Taxes of making (or moving the funds to make) such mandatory prepayment would exceed 5 per cent. of the amount of such payment at that time or after the Borrower has used all such reasonable endeavours and taken such reasonable steps, it will still: (i) be unlawful (including, without limitation, by reason of thin capitalisation, financial assistance, corporate benefit restrictions on upstreaming cash intra Group and the fiduciary and statutory duties of the directors or other officers of any member of the Group) or breach contractual restrictions (that were not entered into for the purpose of limiting such prepayment) for such a prepayment to be made and/or cash cover to be provided and the proceeds so applied (including where counsel to the Group has advised that there is a reasonable likelihood of personal liability of management or shareholders); or (ii) be unlawful (including, without limitation, by reason of thin capitalisation, financial assistance, corporate benefit restrictions on upstreaming cash intra Group and the fiduciary and statutory duties of the directors or other officers of any member of the Group) or breach contractual restrictions (that were not entered into for the purpose of limiting such prepayment) to make funds available to a member of the Group that could make such a prepayment and/or provide such cash cover (including where counsel to the Group has advised that there is a reasonable likelihood of personal liability of management or shareholders), then such prepayment shall not be required to be made (and, for the avoidance of doubt, the relevant amount shall be available for the working capital purposes of the Group and shall not be required to be paid to a Mandatory Prepayment Account or any other blocked account) provided always that if the restriction preventing such payment/provision of cash cover or giving rise to such liability is subsequently removed, any relevant proceeds will immediately be applied in prepayment in accordance with this Clause 8 (Mandatory Prepayment and Cancellation) at the end of the relevant Interest Period(s) to the extent that such payment has not otherwise been made. (e) The obligation to make a mandatory prepayment under Clause 8.1 (Exit) and Clause 8.3 (Financing Proceeds) shall not be subject to any limitation set out under paragraph (d) above.

Mandatory Prepayment Accounts. (a) The Company shall ensure that amounts that: (i) Disposal Proceeds, Insurance Proceeds, IPO Proceeds and Acquisition Proceeds in respect of which the Company has made an election under paragraph (c) of Clause 10.4 9.3 (Application of mandatory prepayments) are paid into a Mandatory Prepayment Account, in the case of all such amounts other than pursuant to Clause 25.21 (Notes Purchases), Account as soon as reasonably practicable after receipt by a member of the Restricted Group Group; and, (ii) an amount equal to any Excess Cashflow in the case respect of amounts pursuant to Clause 25.21 (Notes Purchases), on or prior to the Notes Purchase in relation to which the relevant prepayment Company has made an election under paragraph (d) of Clause 9.3 (Application of mandatory prepayments) is requiredpaid into a Mandatory Prepayment Account promptly after such election. (ib) Subject to paragraph (ii) below, the The Company and each Borrower irrevocably authorise the Facility Agent to apply amounts credited to the a Mandatory Prepayment Account which are required to be applied pursuant to paragraphs (b), (c), (d) or (e) of Clause 9.3 (Application of mandatory prepayments) to pay amounts due and payable under Clause 10.4 9.3 (Application of mandatory prepayments) and otherwise under the Finance Documents. For the avoidance of doubt, after the occurrence of an Event of Default that is continuing but prior to the occurrence of an Acceleration Event (under and as defined in the Intercreditor Agreement), the Company and each Borrower further irrevocably authorise the Agent to so apply amounts credited to the Mandatory Prepayment Account. (ii) Each of the Parties hereby acknowledges and confirms that, on and after the occurrence of an Acceleration Event (under and as defined in the Intercreditor Agreement), amounts credited to the Mandatory Prepayment Account shall be applied in accordance with the terms of the Intercreditor Agreement. (c) A Lender, the Security Agent, Agent or Facility Agent with which a Mandatory Prepayment Account or Account Bank is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts that Account and subject to their being no Event of Default continuing, that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless an Event of Default is continuing and (ii) each such account Account is subject to the Transaction Security.

Mandatory Prepayment Accounts. (a) The Company shall ensure that amounts that: (i) Disposal Proceeds, Insurance Proceeds, IPO Proceeds and Acquisition Proceeds in respect of which the Company has made an election under paragraph (cd) of Clause 10.4 14.3 (Application of mandatory prepayments) are paid into a Mandatory Prepayment Account, in the case of all such amounts other than pursuant to Clause 25.21 (Notes Purchases), Account as soon as reasonably practicable after receipt by a member of the Restricted Group Group; and, (ii) an amount equal to any Excess Cashflow in the case respect of amounts pursuant to Clause 25.21 (Notes Purchases), on or prior to the Notes Purchase in relation to which the relevant prepayment Company has made an election under paragraph (d) of Clause 14.3 (Application of mandatory prepayments) is requiredpaid into a Mandatory Prepayment Account promptly after such election. (ib) Subject to paragraph (ii) below, the The Company and each Borrower irrevocably authorise the Facility Agent to apply amounts credited to the a Mandatory Prepayment Account which are required to be applied pursuant to paragraphs (b), (c), (d) or (e) of Clause 14.3 (Application of mandatory prepayments) to pay amounts due and payable under Clause 10.4 14.3 (Application of mandatory prepayments) and otherwise under the Finance Documents. For the avoidance of doubt, after the occurrence of an Event of Default that is continuing but prior to the occurrence of an Acceleration Event (under and as defined in the Intercreditor Agreement), the Company and each Borrower further irrevocably authorise the Agent to so apply amounts credited to the Mandatory Prepayment Account. (ii) Each of the Parties hereby acknowledges and confirms that, on and after the occurrence of an Acceleration Event (under and as defined in the Intercreditor Agreement), amounts credited to the Mandatory Prepayment Account shall be applied in accordance with the terms of the Intercreditor Agreement. (c) A Lender, the Security Agent, Agent or Facility Agent with which a Mandatory Prepayment Account or Account Bank is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts that Account and subject to their being no Event of Default continuing, that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless an Event of Default is continuing and (ii) each such account Account is subject to the Transaction Security.