Common use of Debt Proceeds Clause in Contracts

Debt Proceeds. (a) The Company shall ensure that, subject to Clause 7.7 (Application of prepayments), an aggregate amount equal to any Debt Proceeds is immediately applied in mandatory repayment and cancellation of the Facility in accordance with Clause 7.7 (Application of prepayments). (b) Paragraph (a) above shall not apply to Debt Proceeds received by the Company or any other member of the Group under: (i) debt capital markets issues by a member of the Group (other than the Company) the proceeds of which are used in full to repay or refinance Financial Indebtedness existing on the Signing Date under the Euro Notes or the USD Notes in a maximum aggregate amount (taken together with any other such repayment or refinancing since the Signing Date) not exceeding the aggregate of USD 500,000,000 and Euro 500,000,000 (or in their equivalent in another currency or currencies); (ii) commercial paper issued by a member of the Group (other than the Company) for its working capital purposes in relation to its day-to-day operations; (iii) local liquidity facilities specified in the Local Facilities List entered into by a member of the Group (other than the Company) existing as at the Signing Date and which are permitted pursuant to Clause 20.7 (Subsidiary indebtedness) and Clause 20.8 (Company indebtedness) (and any refinancing of such facilities for the same or a lesser amount, excluding any fees paid to the lenders in respect of such refinancing) up to the amount specified in the Local Facilities List; (iv) new local liquidity facilities entered into by a member of the Group (other than the Company) after the Signing Date and which are permitted pursuant to Clause 20.7 (Subsidiary indebtedness) and Clause 20.8 (Company indebtedness) for specified purposes from time to time agreed between the Company and the Majority Lenders in a maximum aggregate amount not exceeding €100,000,000 (or its equivalent in another currency or currencies) (and any refinancing of such facilities for the same or a lesser amount, excluding any fees paid to the lenders in respect of such refinancing); or (v) this Agreement or the other Facility Agreements in the agreed form on the Signing Date. (c) For the purposes of this Agreement, “Debt Proceeds” means any amounts received or recovered by the Company or any member of the Group (other than from any other member of the Group) by way of the incurrence of, issue or subscription for or other acquisition of any debt capital market issues by the Company or any member of the Group (whether convertible or otherwise) and any other Financial Indebtedness incurred or raised by the Company or any member of the Group.

Debt Proceeds. (a) The Company shall ensure that, subject to Clause 7.7 (Application of prepayments), that an aggregate amount equal to any Debt Proceeds is immediately applied in mandatory repayment and cancellation of the Facility in accordance with Clause 7.7 (Application of prepayments). (b) Paragraph (a) above shall not apply to Debt Proceeds received by the Company or any other member of the Group under: (i) debt capital markets issues by a member of the Group (other than the Company) the proceeds of which are used in full to repay or refinance Financial Indebtedness existing on the Signing Date under the Euro Notes or the USD Notes in a maximum aggregate amount (taken together with any other such repayment or refinancing since the Signing Date) not exceeding the aggregate of USD 500,000,000 and Euro 500,000,000 (or in their equivalent in another currency or currencies); (ii) commercial paper issued by a member of the Group (other than the Company) for its working capital purposes in relation to its day-to-day operations; (iii) local liquidity facilities specified in the Local Facilities List entered into by a member of the Group (other than the Company) existing as at the Signing Date and which are permitted pursuant to Clause 20.7 (Subsidiary indebtedness) and Clause 20.8 (Company indebtedness) (and any refinancing of such facilities for the same or a lesser amount, excluding any fees paid to the lenders in respect of such refinancing) up to the amount specified in the Local Facilities List; (iv) new local liquidity facilities entered into by a member of the Group (other than the Company) after the Signing Date and which are permitted pursuant to Clause 20.7 (Subsidiary indebtedness) and Clause 20.8 (Company indebtedness) for specified purposes from time to time agreed between the Company and the Majority Lenders in a maximum aggregate amount not exceeding €100,000,000 (or its equivalent in another currency or currencies) (and any refinancing of such facilities for the same or a lesser amount, excluding any fees paid to the lenders in respect of such refinancing); or (v) this Agreement or the other Facility Agreements in the agreed form on the Signing Date. (c) For the purposes of this Agreement, “Debt Proceeds” means any amounts received or recovered by the Company or any member of the Group (other than from any other member of the Group) by way of the incurrence of, issue or subscription for or other acquisition of any debt capital market issues by the Company or any member of the Group (whether convertible or otherwise) and any other Financial Indebtedness incurred or raised by the Company or any member of the Group.