Common use of Repayment from Net Proceeds Clause in Contracts

Repayment from Net Proceeds. (a) The Company shall procure that, subject to paragraph (b) below or unless the Facility Agent (acting on the instructions of an Instructing Group) otherwise agrees, an amount equal to the Net Proceeds received: (i) by any member of the Bank Group in respect of any Disposal of such member’s assets or business in aggregate in excess of £35 million (or its equivalent in other currencies) in any financial year of the Company; or (ii) by any member of the Bank Group in respect of any insurance policy in aggregate exceeding £15 million (or its equivalent in other currencies) in any financial year of the Company, is applied in or towards repayment of the Outstandings in accordance with Clause 11.3 (Application of Repayments) at the end of the Interest Period next ending on or after the 10th Business Day following the date of receipt of such Net Proceeds. (b) Paragraph (a) shall not apply to Net Proceeds arising: (i) from a Disposal where such Net Proceeds are used for the acquisition of or reinvestment in assets used or useful in the Group Business or in a business whose primary operations are directly related to the Group Business or are applied towards capital expenditure of the Bank Group, in each case, within 12 months of the date of the receipt of such Net Proceeds and to the extent not otherwise restricted by the provisions of this Agreement; (ii) from any Disposal permitted under Clause 25.6 (Disposals) other than in relation to Disposals permitted under paragraphs (b) (with respect to surplus assets only and where the Net Proceeds of such Disposal, or a series of Disposals forming part of the same transaction exceeds £5,000,000), (j), (k), (o)(ii), (p), (q), (s) and (w); (iii) from any insurance recovery, where the Net Proceeds arising out of the same are to be applied within 12 months of receipt in replacing, reinstating or repairing the relevant damaged or destroyed assets or in refinancing any expenditure incurred in the replacement, reinstatement and/or repair of such assets or for the acquisition of or reinvestment in assets acquired for use in the Group Business or in a business whose primary operations are directly related to the Group Business for application towards capital expenditure; or (iv) from any Content Transaction which shall instead be applied as follows: (A) the first £200 million shall be retained by the Bank Group and, provided that no Event of Default has occurred or would arise as a result of such payment, may be applied towards the making of Permitted Payments; (B) a percentage of the remainder shall be applied in mandatory prepayment of the Term Facilities, such percentage being determined in accordance with the Leverage Ratio as at the time of such Disposal, in accordance with the following table: Greater than 4.0:1 50% Greater than 3.0:1 but less than or equal to 4.0:1 25% Less than or equal to 3.0 : 1 0% (C) any Net Proceeds which are not distributed in accordance with (A) above or required to be applied in mandatory prepayment in accordance with (B) above, shall be retained within the Bank Group, provided that to the extent that any Net Proceeds are not applied in accordance with sub-paragraphs (i) or (iii) above (as applicable) within the applicable time periods specified such amounts shall, subject to Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

Repayment from Net Proceeds. (a) The Company shall procure that, subject to paragraph (b) below or unless the Facility Agent (acting on the instructions of an Instructing Group) otherwise agrees, an amount equal to the Net Proceeds received: (i) by any member of the Bank Group in respect of any Disposal of such member’s assets or business in aggregate in excess of £35 million (or its equivalent in other currencies) in any financial year of the Company; or (ii) by any member of the Bank Group in respect of any insurance policy in aggregate exceeding £15 million (or its equivalent in other currencies) in any financial year of the Company, is applied in or towards repayment of the Outstandings in accordance with Clause 11.3 (Application of Repayments) at the end of the Interest Period next ending on or after the 10th Business Day following the date of receipt of such Net Proceeds. (b) Paragraph (a) shall not apply to Net Proceeds arising: (i) from a Disposal where such Net Proceeds are used for the acquisition of or reinvestment in assets used or useful in the Group Business or in a business whose primary operations are directly related to the Group Business or are applied towards capital expenditure of the Bank Group, in each case, within 12 months of the date of the receipt of such Net Proceeds and to the extent not otherwise restricted by the provisions of this Agreement; (ii) from any Disposal permitted under Clause 25.6 (Disposals) other than in relation to Disposals permitted under paragraphs (b) (with respect to surplus assets only and where the Net Proceeds of such Disposal, or a series of Disposals forming part of the same transaction exceeds £5,000,000), (j), (k), (o)(ii), (p), (q), (s) and (w); (iii) from any insurance recovery, where the Net Proceeds arising out of the same are to be applied within 12 months of receipt in replacing, reinstating or repairing the relevant damaged or destroyed assets or in refinancing any expenditure incurred in the replacement, reinstatement and/or repair of such assets or for the acquisition of or reinvestment in assets acquired for use in the Group Business or in a business whose primary operations are directly related to the Group Business for application towards capital expenditure; or (iv) from any Content Transaction which shall instead be applied as follows: (A) the first £200 million shall be retained by the Bank Group and, provided that no Event of Default has occurred or would arise as a result of such payment, may be applied towards the making of Permitted Payments; (B) a percentage of the remainder shall be applied in mandatory prepayment of the Term Facilities, such percentage being determined in accordance with the Leverage Ratio as at the time of such Disposal, in accordance with the following table: Greater than 4.0:1 5050 % Greater than 3.0:1 but less than or equal to 4.0:1 2525 % Less than or equal to 3.0 : 1 00 % (C) any Net Proceeds which are not distributed in accordance with (A) above or required to be applied in mandatory prepayment in accordance with (B) above, shall be retained within the Bank Group, provided that to the extent that any Net Proceeds are not applied in accordance with sub-paragraphs (i) or (iii) above (as applicable) within the applicable time periods specified such amounts shall, subject to Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

Repayment from Net Proceeds. (a) The Company shall procure that, subject to Clause 12.6 (Prepayment Threshold Amount), Clause 12.9 (Limitation on Mandatory Prepayments) and paragraph (b) below or unless the Facility Agent (acting on the instructions of an Instructing Group) otherwise agrees, an amount equal to the Net Proceeds received: (i) by any member of the Bank Group in respect of any Disposal of such member’s assets or business in aggregate in excess of £35 million (or its equivalent in other currencies) in any financial year of the Company; or (ii) by any member of the Bank Group in respect of any insurance policy in aggregate exceeding £15 million (or its equivalent in other currencies) in any financial year of the Company, received is applied in or towards repayment of the Outstandings in accordance with Clause 11.3 11.2 (Application of Repayments) at the end of the Interest Period next ending on or after the 10th Business Day following the date of receipt of such Net Proceeds. (b) Paragraph (a) above shall not apply to Net Proceeds arisingto: (i) Net Proceeds arising from a Disposal where such Net Proceeds are used for the acquisition of or reinvestment in assets used or useful in the Group Business or in a business whose primary operations are directly related to the Group Business or are applied towards capital expenditure of the Bank Group, in each case, within 12 months of the date of the receipt of such Net Proceeds (or within 18 months of receipt if the same are, within 12 months of receipt, contractually committed to be so applied) and to the extent not otherwise restricted by the provisions of this Agreement; (ii) Net Proceeds arising from any Disposal permitted under Clause 25.6 (Disposals) other than in relation to Disposals permitted under paragraphs (b) (with respect to surplus assets only and where the Net Proceeds of such Disposal, or a series of Disposals forming part of the same transaction transaction, exceeds £5,000,000), (j10 million), (k), (o)(iil), (pp)(i), (q), (sr), (t) and (w)z) thereof; (iii) Net Proceeds arising from any insurance recovery, where the Net Proceeds arising out of the same are to be applied within 12 months of receipt (or within 18 months of receipt if the same are, within 12 months of receipt, contractually committed to be so applied) in replacing, reinstating or repairing the relevant damaged or destroyed assets or in refinancing any expenditure incurred in the replacement, reinstatement and/or repair of such assets or for the acquisition of or reinvestment in assets acquired for use in the Group Business or in a business whose primary operations are directly related to the Group Business for application towards capital expenditure; or; (iv) from any Content Transaction which shall instead be applied as follows: (A) the first £200 million of Net Proceeds of each Content Transaction, which shall be retained by the Bank Group and, provided that no Event of Default has occurred or would arise as a result of such payment, may be applied towards for any purpose as the Company may elect that is not prohibited by the Relevant Finance Document, including making of any Permitted Payments;Payment permitted under Clause 25.5 (Dividends, Distributions and Share Capital); or (Bv) Net Proceeds arising from any Disposal or insurance recovery where the Net Proceeds from such Disposal (or a percentage series of related Disposals) or insurance recovery (or a series of insurance recoveries in respect of the remainder shall be applied in mandatory prepayment same damage or loss) is an amount of the Term Facilities, such percentage being determined in accordance with the Leverage Ratio as at the time of such Disposal, in accordance with the following table: Greater than 4.0:1 50% Greater than 3.0:1 but less than £2.5 million (or equal to 4.0:1 25% Less than or equal to 3.0 : 1 0% (C) any Net Proceeds which are not distributed in accordance with (A) above or required to be applied in mandatory prepayment in accordance with (B) above, shall be retained within the Bank Groupits currency equivalent), provided that to the extent that any Net Proceeds are not applied in accordance with sub-paragraphs (i) or (iii) above (as applicable) within the applicable time periods specified such amounts shall, subject to 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 Net Proceeds. (a) The Company Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, the Borrower shall procure that, subject to paragraph (b) below or unless the Facility Agent (acting on the instructions of an Instructing Group) otherwise agreesbelow, an amount equal to the Net Proceeds received: (i) by any member of the Bank Group in respect of any Disposal sale, transfer, lease, surrender or other disposal of such any member’s assets or business in aggregate in excess of £35 10 million (or its equivalent in other currencies) in any financial year of the CompanyBorrower; or (ii) by any member of the Bank Group in respect of any insurance policy in aggregate exceeding £15 10 million (or its equivalent in other currencies) in any financial year of the CompanyBorrower, is applied in or towards repayment of the Outstandings in accordance with Clause 11.3 (Application of Repayments) at the end of the Interest Period next ending on or after the 10th Business Day following the date of receipt of such Net Proceeds). (b) Paragraph (a) shall not apply to Net Proceeds arising: (i) from a Disposal disposal of assets where such Net Proceeds are used for the acquisition of or reinvestment in assets used or useful required for use in the Group Business or in a business whose primary operations are directly related to the Group Business or are applied towards capital expenditure Capital Expenditure of the Bank Group, in each case, within 12 months of the date of the receipt of such Net Proceeds relevant disposal and to the extent not otherwise restricted permitted by the provisions of this Agreement; (ii) from any Disposal permitted under disposal referred to in paragraphs (a), (b), (c) (other than to the extent such Net Proceeds relate to the disposal of Cash Equivalent Investments or Marketable Securities acquired in consideration of any disposal which is subject to the proviso to Clause 25.6 (Disposals) other than in relation to Disposals permitted under paragraphs )), (b) d), (with respect to surplus assets only and where the Net Proceeds of such Disposale), or a series of Disposals forming part of the same transaction exceeds £5,000,000(f), (h), (i), (j), (k), (o)(iil), (pm), (o), (q), (s) and (wr)(i) of Clause 25.6 (Disposals); (iii) from any insurance recovery, where the Net Proceeds arising out of the same are to be applied within 12 months of receipt in replacing, reinstating or repairing the relevant damaged or destroyed assets or in refinancing any expenditure incurred in the replacement, reinstatement and/or repair of such assets and such damaged or for the acquisition destroyed assets are replaced, reinstated or repaired within 12 months of receipt of such Net Proceeds; (iv) out of or reinvestment in assets acquired for use connection with Separation (or any part of it) as carried out in accordance with Clause 28 (Separation of the Group Business or in a business whose primary operations are directly related to the Group Business for application towards capital expenditureBroadcast Business); or (ivv) following or at or about the same time as Principal Separation, from any Content Transaction which shall instead be applied as follows: (A) the first £200 million shall be retained by the Bank Group andsale, provided that no Event transfer, lease, surrender, loan or other disposal of Default has occurred or would arise as a result of such payment, may be applied towards the making of Permitted Payments; (B) a percentage any interest in any member of the remainder shall be applied in mandatory prepayment Broadcast Group, any Broadcast Assets or the assignment of any Indebtedness owed by any member of the Term Facilities, such percentage being determined in accordance with the Leverage Ratio as at the time of such Disposal, in accordance with the following table: Greater than 4.0:1 50% Greater than 3.0:1 but less than or equal to 4.0:1 25% Less than or equal to 3.0 : 1 0% (C) any Net Proceeds which are not distributed in accordance with (A) above or required to be applied in mandatory prepayment in accordance with (B) above, shall be retained within the Bank Broadcast Group, provided that to the extent that any Net Proceeds are not applied in accordance with sub-paragraphs (i) or (iii) above (as applicable) within the applicable time periods specified such amounts shall, subject to Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

Repayment from Net Proceeds. (a) The Company shall procure that, subject to paragraph (b) below or unless the Facility Agent (acting on the instructions of an Instructing Group) otherwise agrees, an amount equal to the Net Proceeds received: (i) by any member of the Bank Group in respect of any Disposal of such member’s members assets or business in aggregate in excess of £35 million (or its equivalent in other currencies) in any financial year of the Company; or (ii) by any member of the Bank Group in respect of any insurance policy in aggregate exceeding £15 million (or its equivalent in other currencies) in any financial year of the Company, is applied in or towards repayment of the Outstandings in accordance with Clause 11.3 (Application of Repayments) at the end of the Interest Period next ending on or after the 10th Business Day following the date of receipt of such Net Proceeds. (b) Paragraph (a) shall not apply to Net Proceeds arising: (i) from a Disposal where such Net Proceeds are used for the acquisition of or reinvestment in assets used or useful in the Group Business or in a business whose primary operations are directly related to the Group Business or are applied towards capital expenditure of the Bank Group, in each case, within 12 months of the date of the receipt of such Net Proceeds and to the extent not otherwise restricted by the provisions of this Agreement; (ii) from any Disposal permitted under Clause 25.6 (Disposals) other than in relation to Disposals permitted under paragraphs (b) (with respect to surplus assets only and where the Net Proceeds of such Disposal, or a series of Disposals forming part of the same transaction exceeds £5,000,000), (j), (k), (o)(ii), (p), (q), (s) and (w); (iii) from any insurance recovery, where the Net Proceeds arising out of the same are to be applied within 12 months of receipt in replacing, reinstating or repairing the relevant damaged or destroyed assets or in refinancing any expenditure incurred in the replacement, reinstatement and/or repair of such assets or for the acquisition of or reinvestment in assets acquired for use in the Group Business or in a business whose primary operations are directly related to the Group Business for application towards capital expenditure; or (iv) from any Content Transaction which shall instead be applied as follows: (A) the first £200 million shall be retained by the Bank Group and, provided that no Event of Default has occurred or would arise as a result of such payment, may be applied towards the making of Permitted Payments; (B) a percentage of the remainder shall be applied in mandatory prepayment of the Term Facilities, such percentage being determined in accordance with the Leverage Ratio as at the time of such Disposal, in accordance with the following table: Greater than 4.0:1 50% Greater than 3.0:1 but less than or equal to 4.0:1 25% Less than or equal to 3.0 : 1 0% (C) any Net Proceeds which are not distributed in accordance with (A) above or required to be applied in mandatory prepayment in accordance with (B) above, shall be retained within the Bank Group, provided that to the extent that any Net Proceeds are not applied in accordance with sub-paragraphs (i) or (iii) above (as applicable) within the applicable time periods specified such amounts shall, subject to Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).