Common use of Repayment from Equity Proceeds Clause in Contracts

Repayment from Equity Proceeds. (a) The Ultimate Parent shall procure that subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below, an amount equal to: (i) 50% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date, calculated on an annualised basis, is more than 3.5:1; (ii) 25% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is 3.5:1 or less but is more than 3:1; or (iii) 0% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is equal to or less than 3:1, shall be contributed to a member of the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group) and applied in or towards prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments), in each case, within 10 Business Days following receipt of such Equity Proceeds provided that no amount of Equity Proceeds shall be required to be prepaid under this paragraph (a) unless the amount of Equity Proceeds received by the Group in connection with any single raising of Equity Proceeds exceeds £10 million (or its equivalent in other currencies). (b) Paragraph (a) shall not apply to any Equity Proceeds: (i) to the extent that any Borrower has made a voluntary prepayment of the Outstandings in accordance with Clause 11.1 (Voluntary Prepayment) using the proceeds of any Parent Debt (the “Voluntary Prepayment Amount”) and, in the case of the Revolving Facility Outstandings and Secondary Revolving Facility Outstandings, the aggregate Revolving Facility Commitments and Secondary Revolving Facility Commitments have been permanently cancelled by an amount equal to the amount of Revolving Facility Outstandings and/or Secondary Revolving Facility Outstandings so prepaid and such Equity Proceeds are applied in prepayment of the Parent Debt so used; (ii) to the extent contributed to or invested in the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group) and thereafter applied by the ultimate recipient thereof towards capital expenditure or the purchase price of any acquisition or investment to the extent permitted by Clause 25.13 (Acquisitions and Investments); (iii) to the extent raised by any member of the Group which is a Joint Venture but which is not a member of the Bank Group and applied for its own purposes; (iv) arising from the exercise of stock options or any similar securities issued to directors, officers, employees or consultants of any member of the Group; (v) in respect of any equity issuance expressly contemplated in the Steps Paper; or (vi) in respect of any New Equity issued by the Ultimate Parent and applied for the purposes permitted under Clause 23.3 (Equity Cure Right) or paragraph (o) of Clause 25.13 (Acquisitions and Investments), provided that in the case of sub-paragraph (ii) above, such Equity Proceeds shall immediately upon their contribution into the Bank Group, be deposited into a Blocked Account and if not applied in accordance with sub-paragraph (ii), as the case may be, within 180 days of such receipt, shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts) be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

Repayment from Equity Proceeds. (a) The Ultimate Parent shall procure that subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below, an amount equal to: (i) 50% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date, calculated on an annualised basis, is more than 3.5:1; (ii) 25% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is 3.5:1 or less but is more than 3:1; or (iii) 0% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is equal to or less than 3:1, shall be contributed to a member of the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group) and applied in or towards prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments), in each case, within 10 Business Days following receipt of such Equity Proceeds provided that no amount of Equity Proceeds shall be required to be prepaid under this paragraph (a) unless the amount of Equity Proceeds received by the Group in connection with any single raising of Equity Proceeds exceeds £10 million (or its equivalent in other currencies). (b) Paragraph (a) shall not apply to any Equity Proceeds: (i) to the extent that any Borrower has made a voluntary prepayment of the Outstandings in accordance with Clause 11.1 (Voluntary Prepayment) using the proceeds of any Parent Debt (the “Voluntary Prepayment Amount”) and, in the case of the Revolving Facility Outstandings and Secondary Revolving Facility Outstandings, the aggregate Revolving Facility Commitments and Secondary Revolving Facility Commitments have been permanently cancelled by an amount equal to the amount of Revolving Facility Outstandings and/or Secondary Revolving Facility Outstandings so prepaid and such Equity Proceeds are applied in prepayment of the Parent Debt so used; (ii) to the extent contributed to or invested in the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group) and thereafter applied by the ultimate recipient thereof towards capital expenditure or the purchase price of any acquisition or investment to the extent permitted by Clause 25.13 (Acquisitions and Investments); (iii) to the extent raised by any member of the Group which is a Joint Venture but which is not a member of the Bank Group and applied for its own purposes; (iv) arising from the exercise of stock options or any similar securities issued to directors, officers, employees or consultants of any member of the Group; (v) in respect of any equity issuance expressly contemplated in the Steps Paper; or (vi) in respect of any New Equity issued by the Ultimate Parent and applied for the purposes permitted under Clause 23.3 (Equity Cure Right) or paragraph (o) of Clause 25.13 (Acquisitions and Investments), provided that in the case of sub-paragraph (ii) above, such Equity Proceeds shall immediately upon their contribution into the Bank Group, be deposited into a Blocked Account and if not applied in accordance with sub-paragraph (ii), as the case may be, within 180 days of such receipt, shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts) be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

Repayment from Equity Proceeds. (a) The Ultimate Parent shall procure that that, subject to Clause 12.6 (Prepayment Threshold Amount), paragraph (c) of Clause 12.3 (Blocked Accounts), Clause 12.9 (Limitation on Mandatory Prepayments) and paragraph (b) below, an amount equal to: (i) 50% of Equity ProceedsProceeds other than from any Substitute Financing (received after the Original Execution Date), in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date, calculated on an annualised basis, is more greater than 3.5:13.75:1.00 (rounded to the second decimal number); (ii) 25% of Equity Proceeds, in Proceeds other than from any Substitute Financing (received after the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is 3.5:1 or less but is more than 3:1; or (iii) 0% of Equity ProceedsOriginal Execution Date), in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is equal to or less than 3:13.75:1.00 but greater than 3.00:1.00 (in each case, rounded to the second decimal number); or (iii) 0% of Equity Proceeds other than from any Substitute Financing (received after the Original Execution Date), in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is equal to or less than 3.00:1.00 (rounded to the second decimal number), shall be contributed to a member of the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group) and applied in or towards prepayment of Outstandings in accordance with Clause 11.3 11.2 (Application of Repayments), in each case, within 10 Business Days following receipt of such Equity Proceeds provided that no amount of Equity Proceeds shall be required to be prepaid under this paragraph (a) unless the amount of Equity Proceeds received by the Group in connection with any single raising of Equity Proceeds exceeds £10 million (or its equivalent in other currencies). (b) Paragraph (a) above shall not apply to any Equity Proceeds: (i) to the extent that any Borrower has made a voluntary prepayment of the Outstandings in accordance with Clause 11.1 (Voluntary Prepayment) using the proceeds of any Parent Debt (the “Voluntary Prepayment Amount”) and, in the case of the Revolving Facility Outstandings and Secondary Revolving Facility Outstandings, the aggregate Revolving Facility Commitments and Secondary Revolving Facility Commitments have been permanently cancelled by an amount equal to the amount of Revolving Facility Outstandings and/or Secondary Revolving Facility Outstandings so prepaid and such Equity Proceeds are applied in prepayment of the Parent Debt so used; (ii) to the extent contributed to or invested in the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group) and thereafter applied by the ultimate recipient thereof towards capital expenditure or the purchase price of any acquisition or investment to the extent permitted by Clause 25.13 (Acquisitions and Investments); (iii) to the extent raised by any member of the Group which is a Joint Venture but which is not a member of the Bank Group and applied for its own purposes; (iv) arising from the exercise of stock options or any similar securities issued to to, or stock purchases made by, directors, officers, employees or consultants of any member of the Group; (v) in respect of any equity issuance expressly contemplated in the Steps Paper; or (viv) in respect of any New Equity issued by the Ultimate Parent and applied for the purposes permitted under Clause 23.3 (Equity Cure Right) or paragraph (om) of Clause 25.13 (Acquisitions and Investments), provided that in the case of sub-paragraph (ii) above, such Equity Proceeds shall immediately upon their contribution into the Bank Group, be deposited into a Blocked Account and if not applied in accordance with sub-paragraph (ii), as the case may be, within 180 days of such receipt (or within 365 days of receipt if the same are, within 180 days of receipt, contractually committed to be so applied), shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts) be applied in or towards repayment of Outstandings in accordance with Clause 11.3 11.2 (Application of Repayments).

Repayment from Equity Proceeds. (a) The Ultimate Parent Subject to the provisions of the Principal Intercreditor Deed and, upon and following an Integrated Merger Event to the Pari Passu Intercreditor Agreement and unless the Facility Agent (acting on the instructions of the Instructing Group) otherwise agrees, TCN shall procure that (subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below) ensure, to the extent Equity Proceeds exceed £10,000,000 in any financial year of TCN, that an amount equal to: (i) 50% of Equity ProceedsProceeds in respect of any single raising of equity, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 21.4 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 21.1 (Financial Statements) for each Financial Quarter in the Semi-Annual Period ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Total Debt as at such Quarter Date to Consolidated Annualised TCN Group Net Operating Cashflow Cash Flow for the Financial Quarter Semi-Annual Period ending on such Quarter Date, calculated on an annualised basis, Date is more than 3.5:1;3.5 to 1.0; or (ii) 25% of Equity ProceedsProceeds in respect of any single raising of equity, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 21.4 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 21.1 (Financial Statements) for each Financial Quarter in the Semi-Annual Period ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Total Debt as at such Quarter Date to Consolidated Annualised TCN Group Net Operating Cashflow Cash Flow for the Financial Quarter Semi-Annual Period ending on such Quarter Date calculated on an annualised basis, is 3.5:1 3.5 to 1.0 or less but is more than 3:1; or (iii) 0% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant 3.0 to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is equal to or less than 3:11.0, shall be contributed to a member of the Bank TCN Group in accordance with Clause 24.15 23.16 (Contributions to the Bank TCN Group) and applied in or towards prepayment repayment of Outstandings in accordance with Clause 11.3 10.3 (Application of Repayments), ) in each case, within 10 case at the end of Interest Periods next ending on or after the 10th Business Days Day following the date of receipt of such Equity Net Proceeds provided that no amount of Equity Proceeds shall be required to be prepaid under this paragraph (a) unless the amount of Equity Proceeds received by the Group in connection with any single raising of Equity Proceeds exceeds £10 million (or its equivalent in other currencies)relevant issuer. (b) Paragraph (a) shall not apply to any Equity Proceeds: (i) to the extent that any Borrower has made a voluntary prepayment of the Outstandings in accordance with Clause 11.1 10.1 (Voluntary Prepayment) using the proceeds of any Parent Telewest Global Debt (the “Voluntary Prepayment Amount”) and, in the case of the Revolving Facility Outstandings and Secondary Revolving Facility Outstandings, the aggregate Revolving Facility Commitments and Secondary Revolving Facility Commitments have been permanently cancelled by an amount equal to the amount of Revolving Facility Outstandings and/or Secondary Revolving Facility Outstandings so prepaid and such Equity Proceeds are applied in prepayment of the Parent Telewest Global Debt so used; (ii) to the extent such Equity Proceeds are contributed to or invested in the Bank TCN Group in accordance with Clause 24.15 23.16 (Contributions to the Bank TCN Group) and, immediately upon such contribution, are deposited into a Blocked Account to the extent contemplated by Clause 11.3 (Blocked Accounts) and applied within 180 days thereafter applied by the ultimate recipient thereof towards capital expenditure or the purchase price of any acquisition or investment to the extent permitted by Clause 25.13 24.13 (Acquisitions and Investments)) or within 12 months thereafter towards any Capital Expenditures not prohibited by the provisions of Clause 22.2 (Permitted Capital Expenditure) or towards amounts relating to video on demand as set out in paragraph (a)(iv) of the definition of Consolidated TCN Group Cash Flow; (iii) to the extent such Equity Proceeds are applied towards consideration payable in connection with, and any reasonable fees, commissions, expenses or other similar charges incurred by the Group in relation to, a Merger Event; (iv) arising from the exercise of stock options or any other issuance of similar securities to directors, officers, employees or consultants of any member of the Group; (v) to the extent such Equity Proceeds are applied towards any refinancing of Target Group Acquisition Indebtedness, Target Group Acquisition Refinancing Indebtedness, Target Group Financial Indebtedness, Target Group Refinancing Indebtedness or Post Merger Target Group Refinancing; and (vi) to the extent raised by any member of the Group which is a Joint Venture but which is not a member of the Bank TCN Group and applied for its own purposes;. (ivc) arising from the exercise of stock options or any similar securities issued to directors, officers, employees or consultants of any member of the Group; (vTCN’s obligations under Clause 11.6(a) above shall not apply in respect of any equity issuance expressly contemplated in Equity Proceeds if, on the Steps Paper; or (vi) last day of the Financial Quarter ended most recently prior to the receipt of such Equity Proceeds in respect of any New Equity issued by which a Compliance Certificate has been delivered pursuant to Clause 21.4 (Compliance Certificates) and quarterly financial information has been delivered pursuant to Clause 21.1 (Financial Statements), the Ultimate Parent and applied ratio of Consolidated Total Debt as at the last day of such Financial Quarter to Consolidated Annualised TCN Group Net Operating Cash Flow for the purposes permitted under Clause 23.3 (Equity Cure Right) Semi-Annual Period ending on such day is 3.0 to 1.0 or paragraph (o) of Clause 25.13 (Acquisitions and Investments), provided that in the case of sub-paragraph (ii) above, such Equity Proceeds shall immediately upon their contribution into the Bank Group, be deposited into a Blocked Account and if not applied in accordance with sub-paragraph (ii), as the case may be, within 180 days of such receipt, shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts) be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments)less.

Repayment from Equity Proceeds. (a) The Ultimate Parent shall procure that subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below, an amount equal to: (i) 50% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date, calculated on an annualised basis, is more than 3.5:1; (ii) 25% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is 3.5:1 or less but is more than 3:1; or (iii) 0% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is equal to or less than 3:1, shall be contributed to a member of the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group) and applied in or towards prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments), in each case, within 10 Business Days following receipt of such Equity Proceeds provided that no amount of Equity Proceeds shall be required to be prepaid under this paragraph (a) unless the amount of Equity Proceeds received by the Group in connection with any single raising of Equity Proceeds exceeds £10 million (or its equivalent in other currencies). (b) Paragraph (a) shall not apply to any Equity Proceeds: (i) to the extent that any Borrower has made a voluntary prepayment of the Outstandings in accordance with Clause 11.1 (Voluntary Prepayment) using the proceeds of any Parent Debt (the “Voluntary Prepayment Amount”) and, in the case of the Revolving Facility Outstandings and Secondary Revolving Facility Outstandings, the aggregate Revolving Facility Commitments and Secondary Revolving Facility Commitments have been permanently cancelled by an amount equal to the amount of Revolving Facility Outstandings and/or Secondary Revolving Facility Outstandings so prepaid and such Equity Proceeds are applied in prepayment of the Parent Debt so used; (ii) to the extent contributed to or invested in the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group) and thereafter applied by the ultimate recipient thereof towards capital expenditure or the purchase price of any acquisition or investment to the extent permitted by Clause 25.13 (Acquisitions and Investments); (iii) to the extent raised by any member of the Group which is a Joint Venture but which is not a member of the Bank Group and applied for its own purposes; (iv) arising from the exercise of stock options or any similar securities issued to directors, officers, employees or consultants of any member of the Group; (v) in respect of any equity issuance expressly contemplated in the Steps Paper; or (vi) in respect of any New Equity issued by the Ultimate Parent and applied for the purposes permitted under Clause 23.3 (Equity Cure Right) or paragraph (o) of Clause 25.13 (Acquisitions and Investments), provided that in the case of sub-paragraph (ii) above, such Equity Proceeds shall immediately upon their contribution into the Bank Group, be deposited into a Blocked Account and if not applied in accordance with sub-paragraph (ii), as the case may be, within 180 days of such receipt, shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts) be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

Repayment from Equity Proceeds. (a) The Ultimate Parent Subject to the provisions of the Principal Intercreditor Deed and, upon and following an Integrated Merger Event to any other applicable intercreditor agreement and unless the Facility Agent (acting on the instructions of the Instructing Group) otherwise agrees, TCN shall procure that (subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below) ensure, to the extent Equity Proceeds exceed £10,000,000 in any financial year of TCN, that an amount equal to: (i) 50% of Equity ProceedsProceeds in respect of any single raising of equity, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 16.4 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 16.1 (Financial Statements) for each Financial Quarter in the Semi-Annual Period ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Total Debt as at such Quarter Date to Consolidated Annualised TCN Group Net Operating Cashflow Cash Flow for the Financial Quarter Semi-Annual Period ending on such Quarter Date, calculated on an annualised basis, Date is more than 3.5:1;3.5 to 1.0; or (ii) 25% of Equity ProceedsProceeds in respect of any single raising of equity, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 16.4 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 16.1 (Financial Statements) for each Financial Quarter in the Semi-Annual Period ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Total Debt as at such Quarter Date to Consolidated Annualised TCN Group Net Operating Cashflow Cash Flow for the Financial Quarter Semi-Annual Period ending on such Quarter Date calculated on an annualised basis, is 3.5:1 3.5 to 1.0 or less but is more than 3:1; or (iii) 0% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant 3.0 to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is equal to or less than 3:11.0, shall be contributed to a member of the Bank TCN Group in accordance with Clause 24.15 18.16 (Contributions to the Bank TCN Group) and and, to the extent such Net Proceeds have not been or are not required to be applied in repayment of the Senior Facilities in accordance with the Principal Intercreditor Deed, applied in or towards prepayment repayment of Outstandings in accordance with Clause 11.3 6.3 (Application of Repayments), ) in each case, within 10 case at the end of Interest Periods next ending on or after the 10th Business Days Day following the date of receipt of such Equity Net Proceeds provided that no amount of Equity Proceeds shall be required to be prepaid under this paragraph (a) unless the amount of Equity Proceeds received by the Group in connection with any single raising of Equity Proceeds exceeds £10 million (or its equivalent in other currencies)relevant issuer. (b) Paragraph (a) shall not apply to any Equity Proceeds: (i) to the extent that any Borrower has made a voluntary prepayment of the Outstandings in accordance with Clause 11.1 6.1 (Voluntary Prepayment) using the proceeds of any Parent Telewest Global Debt (the “Voluntary Prepayment Amount”) and, in the case of the Revolving Facility Outstandings and Secondary Revolving Facility Outstandings, the aggregate Revolving Facility Commitments and Secondary Revolving Facility Commitments have been permanently cancelled by an amount equal to the amount of Revolving Facility Outstandings and/or Secondary Revolving Facility Outstandings so prepaid and such Equity Proceeds are applied in prepayment of the Parent Telewest Global Debt so used; (ii) to the extent such Equity Proceeds are contributed to or invested in the Bank TCN Group in accordance with Clause 24.15 18.16 (Contributions to the Bank TCN Group) and immediately upon such contribution, are deposited into a Blocked Account to the extent contemplated by Clause 7.3 (Blocked Accounts) and applied within 180 days thereafter applied by the ultimate recipient thereof towards capital expenditure or the purchase price of any acquisition or investment to the extent permitted by Clause 25.13 19.13 (Acquisitions and Investments)) or within 12 months thereafter towards any Capital Expenditures not prohibited by the provisions of Clause 17.2 (Permitted Capital Expenditure) or towards amounts relating to video on demand as set out in paragraph (a)(iv) of the definition of Consolidated TCN Group Cash Flow; (iii) to the extent such Equity Proceeds are applied towards consideration payable in connection with, and any reasonable fees, commissions, expenses or other similar charges incurred by the Group in relation to, a Merger Event; (iv) arising from the exercise of stock options or any other issuance of similar securities to directors, officers, employees or consultants of any member of the Group; (v) to the extent such Equity Proceeds are applied towards any refinancing of Target Group Acquisition Indebtedness, Target Group Acquisition Refinancing Indebtedness, Target Group Financial Indebtedness, Target Group Refinancing Indebtedness or Post Merger Target Group Refinancing; and (vi) to the extent raised by any member of the Group which is a Joint Venture but which is not a member of the Bank TCN Group and applied for its own purposes;. (ivc) arising from the exercise of stock options or any similar securities issued to directors, officers, employees or consultants of any member of the Group; (vTCN’s obligations under Clause 7.6(a) above shall not apply in respect of any equity issuance expressly contemplated in Equity Proceeds if, on the Steps Paper; or (vi) last day of the Financial Quarter ended most recently prior to the receipt of such Equity Proceeds in respect of any New Equity issued by which a Compliance Certificate has been delivered pursuant to Clause 16.4 (Compliance Certificates) and quarterly financial information has been delivered pursuant to Clause 16.1 (Financial Statements), the Ultimate Parent and applied ratio of Consolidated Total Debt as at the last day of such Financial Quarter to Consolidated Annualised TCN Group Net Operating Cash Flow for the purposes permitted under Clause 23.3 (Equity Cure Right) Semi-Annual Period ending on such day is 3.0 to 1.0 or paragraph (o) of Clause 25.13 (Acquisitions and Investments), provided that in the case of sub-paragraph (ii) above, such Equity Proceeds shall immediately upon their contribution into the Bank Group, be deposited into a Blocked Account and if not applied in accordance with sub-paragraph (ii), as the case may be, within 180 days of such receipt, shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts) be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments)less.

Repayment from Equity Proceeds. (a) The Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, the Ultimate Parent shall procure that subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below, an amount equal to: (i) 50% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter in the Semi-Annual Period ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Total Debt as at such Quarter Date to Consolidated Operating Cashflow Bank Group Covenant Profit for the Financial Quarter Semi-Annual Period ending on such Quarter Date, calculated on an annualised basis, is more than 3.5:1;; or (ii) 25% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter in the Semi-Annual Period ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Total Debt as at such Quarter Date to Consolidated Operating Cashflow Bank Group Covenant Profit for the Financial Quarter Semi-Annual Period ending on such Quarter Date calculated on an annualised basis, is 3.5:1 or less but is more than 3:1; or (iii) 0% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Net Debt as at such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter ending on such Quarter Date calculated on an annualised basis, is equal to or less than 3:1, shall be contributed to a member of the Bank Group in accordance with Clause 24.15 24.16 (Contributions to the Bank Group) and applied in or towards prepayment repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments), in each case, within 10 Business Days following receipt of such Equity Proceeds ) provided that no amount of Equity Proceeds shall be required to be prepaid under this paragraph (a) unless the amount of Equity Proceeds received by the Group in connection with any single raising of Equity Proceeds exceeds £10 million (or its equivalent in other currencies). (b) Paragraph (a) shall not apply to any Equity Proceeds: (i) to the extent that any Borrower has made a voluntary prepayment of contributed to or invested in the Outstandings Bank Group in accordance with Clause 11.1 24.16 (Voluntary PrepaymentContributions to the Bank Group) using and thereafter applied by the proceeds ultimate recipient thereof towards the purchase price of any Parent Debt (the “Voluntary Prepayment Amount”) and, in the case of the Revolving Facility Outstandings and Secondary Revolving Facility Outstandings, the aggregate Revolving Facility Commitments and Secondary Revolving Facility Commitments have been permanently cancelled by an amount equal acquisition or investment to the amount of Revolving Facility Outstandings and/or Secondary Revolving Facility Outstandings so prepaid extent permitted by Clause 25.14 (Acquisitions and such Equity Proceeds are applied in prepayment of the Parent Debt so usedInvestments); (ii) to the extent contributed to or invested in the Bank Group in accordance with Clause 24.15 24.16 (Contributions to the Bank Group) and thereafter applied by the ultimate recipient thereof towards capital expenditure or Capital Expenditure in compliance with the purchase price provisions of any acquisition or investment to the extent permitted by Clause 25.13 23.3 (Acquisitions and InvestmentsCapital Expenditure); (iii) to the extent raised by any member of the Group relating to any offering of securities of, or in respect of any securities of, any member of the Broadcast Group; (iv) in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter in the Semi-Annual Period ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Total Debt as at such Quarter Date to Bank Group Covenant Profit for the Semi-Annual Period ending on such Quarter Date, calculated on an annualised basis, is 3:1 or less; (v) to the extent raised by any member of the Group and applied towards consideration payable in connection with and any reasonable fees, commissions, expenses or other similar charges incurred by the Group in relation to, a Merger Event; (vi) to the extent raised by any member of the Group which is a Joint Venture but which is not a member of the Bank Group and applied for its own purposes; (ivvii) arising from the exercise of stock options or any similar securities issued to directors, officers, officers or employees or consultants of any member of the Group; (vviii) at any time prior to or in connection with an Integrated Merger Event, any Equity Proceeds raised by any member of the Group (which is not a member of the Bank Group or a member of the Target Group) for the purposes of refinancing any Target Group Financial Indebtedness or any Target Group Refinancing Indebtedness not otherwise prohibited by this Agreement, (provided that any amount received by way of Equity Proceeds which exceeds the aggregate of (A) the aggregate principal amount of the Target Group Financing Indebtedness or the Target Group Refinancing Indebtedness which is being refinanced, (B) any accrued interest thereon, (C) make-whole and any other contractual premium payable in respect thereof which is not inconsistent with standard market practice, and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be required to be repaid in accordance with paragraph (a) above, except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any equity issuance expressly contemplated other provision in the Steps Paperthis paragraph (b)); or (viix) in respect at any time after a Merger Event, any Equity Proceeds raised by any member of any New Equity issued by the Ultimate Parent and applied Target Group for the purposes permitted under Clause 23.3 (Equity Cure Right) of refinancing any Target Group Financial Indebtedness or paragraph (o) of Clause 25.13 (Acquisitions and Investments)any Target Group Refinancing Indebtedness not otherwise prohibited by this Agreement, provided that in the case of sub-paragraph paragraphs (i) and (ii) above, such Equity Proceeds shall immediately upon their contribution into the Bank Group, be deposited into a Blocked Account and if not applied in accordance with sub-paragraph paragraphs (i) or (ii), as the case may be, within 180 days of such receipt, shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts) shall be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).