Common use of Impaired Agent Clause in Contracts

Impaired Agent. (a) If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Facility Agent may instead either pay that amount direct to the required recipient(s) or if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the Paying Party) and designated as an account for the benefit of the Party beneficially entitled to that payment under the Finance Documents (the Recipient Party). In each case the payments must be made on the due date for payment under the Finance Documents. (b) All interest accrued on the amount standing to the credit of the account will be for the benefit of the Recipient Party or Recipient Parties pro rata to their respective entitlements. (c) A Party which has made a payment in accordance with this Clause will be discharged of the relevant payment obligation under the Finance Documents and will not take any credit risk with respect to the amounts standing to the credit of the account. (d) Promptly on the appointment of a successor Facility Agent under this Agreement, each Paying Party must (other than to the extent that the relevant Party has given an instruction under paragraph (e) below) give all requisite instructions to the bank with whom the account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with the Finance Documents. (e) A Paying Party must, promptly on request by a Recipient Party and to the extent: (i) that it has not given an instruction under paragraph (d) above; and (ii) that it has been provided with the necessary information by that Recipient Party, give instructions to the bank with which the account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

Impaired Agent. (a) If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Facility Agent for the account of any person in accordance with Clause 31.1 (Payments to the Facility Agent) may instead either either: (i) pay that amount direct to the required recipient(sthat person; or (ii) or if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s)that person, pay that amount (or the relevant part of that amount payable to that person) to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the that payment (the “Paying Party”) and designated as an a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the “Recipient Party” or “Recipient Parties”). In , in each case the payments such payment must be made on the due date for payment under the Finance Documents. (b) All interest accrued on the any amount standing to the credit of the that trust account will shall be for the benefit of the such Recipient Party or such Recipient Parties pro rata to their respective entitlementsentitlements of such amount. (c) A Party which has made a payment in accordance with this Clause will 31.5 in respect of any amount payable to any Recipient Party or Recipient Parties under any Finance Document shall be discharged of the relevant obligation to make such payment obligation to such Recipient Party or such Recipient Parties under the Finance Documents and will shall not take any credit risk with respect to the amounts standing to the credit of the trust account. (d) Promptly on upon the appointment of a successor Facility Agent under this Agreementin accordance with Clause 28.13 (Replacement of the Facility Agent), each Paying Party must that has made any payment to a trust account in accordance with this Clause 31.5 in respect of any amount payable to any Recipient Party or Recipient Parties under any Finance Document shall (other than to the extent that the relevant that Party has given an instruction under pursuant to paragraph (e) belowbelow with respect to such trust account) give all requisite instructions to the bank with whom the such trust account is held to transfer the amount of such payment (together with any accrued interest) to the successor Facility Agent for distribution to the relevant such Recipient Party or Recipient Parties in accordance with Clause 31.2 (Distributions by the Finance DocumentsFacility Agent). (e) A Paying Party mustthat has made a payment into a trust account (on account of any amount payable by such Paying Party to a Recipient Party) in accordance with this Clause 31.5 shall, promptly on upon request by a that Recipient Party and to the extent: (i) that it has not given an instruction under pursuant to paragraph (d) aboveabove (with respect to such trust account); and (ii) that it has been provided with the necessary information by that Recipient Party, give all requisite instructions to the bank with which the that trust account is held to transfer the relevant amount of such payment so paid into and held in such trust account (together with any accrued interestinterest thereon) to that Recipient Party.

Impaired Agent. (a) If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Facility Agent in accordance with Clause 29.1 (Payments to the Agent) may instead either pay that amount direct to the required recipient(s) recipient or if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of Obligor and the Majority Lenders agree at that time pay that amount to an interest-interest bearing account (which account shall bear interest at a market rate taking into account the currency and term of the deposit) held with a bank or financial institution which has a rating for its long term unsecured and non credit enhanced debt obligations of AA or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Aa2 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an Acceptable Bank internationally recognised credit rating agency or any other bank or financial institution agreed by the Majority Lenders, and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the Paying Party) and designated as an a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents Documents. The trust account must be held in London or in a principal financial centre of another jurisdiction whose law recognises the concept of a trust arrangement and in which the Majority Lenders consider that the rights of the Parties in respect of that account (and the Recipient Partyrights to receive monies due to them standing to its credit) will not be prejudiced (including in the event of an insolvency or other similar proceedings affecting the Acceptable Bank or the relevant recipient party). In each case the such payments must be made on the due date for payment under the Finance Documents. (b) All interest accrued on the amount standing to the credit of the trust account will shall be for the benefit of the Recipient Party or Recipient Parties beneficiaries of that trust account pro rata to their respective entitlements. (c) A Party which has made a payment in accordance with this Clause will 29.5 shall be discharged of the relevant payment obligation under the Finance Documents and will shall not take any credit risk with respect to the amounts standing to the credit of the trust account. (d) Promptly on upon the appointment of a successor Facility Agent under this Agreementin accordance with Clause 26.14 (Resignation of the Agent/Security Agent), each Paying Party must (other than which has made a payment to the extent that the relevant Party has given an instruction under paragraph (e) below) a trust account in accordance with this Clause 29.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 29.2 (Distributions by the Finance DocumentsAgent). (e) A Paying Party must, promptly on request by a Recipient Party and to the extent: (i) that it has not given an instruction under paragraph (d) above; and (ii) that it has been provided with the necessary information by that Recipient Party, give instructions to the bank with which the account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

Impaired Agent. (a) If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor the Borrower or a Lender which is required to make a payment under the Finance Documents to the Facility Agent may instead either either: (i) pay that amount direct to the required recipient(s); or (ii) or if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB+ or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa1 or higher by Moody’s Investor Services Limited or a comparable rating from an Acceptable Bank internationally recognised credit rating agency and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor Borrower or the Lender making the payment (the Paying Party) and designated as an a pledged account for the benefit of the Party beneficially entitled to that payment under the Finance Documents (the Recipient Party). In each case the payments must be made on the due date for payment under the Finance Documents. (b) All interest accrued on the amount standing to the credit of the pledged account will be for the benefit of the Recipient Party or Recipient Parties pro rata to their respective entitlements. (c) A Party which has made a payment in accordance with this Clause will be discharged of the relevant payment obligation under the Finance Documents and will not take any credit risk with respect to the amounts standing to the credit of the pledged account. (d) Promptly on the appointment of a successor Facility Agent under this Agreement, each Paying Party must (other than to the extent that the relevant Party has given an instruction under paragraph (e) below) give all requisite instructions to the bank with whom the pledged account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with the Finance Documents. (e) A Paying Party must, promptly on request by a Recipient Party and to the extent: (i) that it has not given an instruction under paragraph (d) above; and (ii) that it has been provided with the necessary information by that Recipient Party, give instructions to the bank with which the pledged account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

Impaired Agent. (a) If, at any time, the Facility Agent, the Dollar Swingline Agent or the Euro Swingline Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents or a Company Parent Guarantee to the Facility that Agent in accordance with Clause 37.1 (Payments to an Agent) may instead either pay that amount direct to the required recipient(s) recipient or if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with a bank or financial institution (which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A2 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an Acceptable Bank internationally recognised credit rating agency) and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the Paying Party) and designated as an a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the Recipient Party)Documents. In each case the such payments must be made on the due date for payment under the Finance Documents. (b) All interest accrued on the amount standing to the credit of the trust account will shall be for the benefit of the Recipient Party or Recipient Parties beneficiaries of that trust account pro rata to their respective entitlements. (c) A Party which has made a payment in accordance with this Clause will 37.5 shall be discharged of the relevant payment obligation under the Finance Documents and will shall not take any credit risk with respect to the amounts standing to the credit of the trust account. (d) Promptly on upon the appointment of a successor Facility Agent, Dollar Swingline Agent under this Agreementor Euro Swingline Agent (as the case may be) in accordance with Clause 34.11 (Replacement of an Agent), each Paying Party must (other than which has made a payment to the extent that the relevant Party has given an instruction under paragraph (e) below) a trust account in accordance with this Clause 37.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the that successor Facility Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with the Finance DocumentsClause 37.2 (Distributions by an Agent). (e) A Paying Party must, promptly on request by a Recipient Party and to the extent: (i) that it has not given an instruction under paragraph (d) above; and (ii) that it has been provided with the necessary information by that Recipient Party, give instructions to the bank with which the account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

Impaired Agent. (a) If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Facility Agent may instead either either: (i) pay that amount direct to the required recipient(s); or (ii) or if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB+ or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa1 or higher by ▇▇▇▇▇'▇ Investor Services Limited or a comparable rating from an Acceptable Bank internationally recognised credit rating agency and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the Paying Party) and designated as an a pledged account for the benefit of the Party beneficially entitled to that payment under the Finance Documents (the Recipient Party). In each case the payments must be made on the due date for payment under the Finance Documents. (b) All interest accrued on the amount standing to the credit of the pledged account will be for the benefit of the Recipient Party or Recipient Parties pro rata to their respective entitlements. (c) A Party which has made a payment in accordance with this Clause will be discharged of the relevant payment obligation under the Finance Documents and will not take any credit risk with respect to the amounts standing to the credit of the pledged account. (d) Promptly on the appointment of a successor Facility Agent under this Agreement, each Paying Party must (other than to the extent that the relevant Party has given an instruction under paragraph (e) below) give all requisite instructions to the bank with whom the pledged account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with the Finance Documents. (e) A Paying Party must, promptly on request by a Recipient Party and to the extent: (i) that it has not given an instruction under paragraph (d) above; and (ii) that it has been provided with the necessary information by that Recipient Party, give instructions to the bank with which the pledged account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.