Common use of Asset Dispositions, etc Clause in Contracts

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (B) since September 29, 1999, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 and SECTION 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.

Asset Dispositions, etc. Subject to the definition of Change of in Control, each of the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI the Borrower or such Subsidiary's ’s assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999the Restatement Effective Date, does not exceed (individually or in the aggregate) $20,000,000 an amount equal to 10% of the assets of the Borrower and its Subsidiaries taken as a whole (calculated at the time such Disposition is to be made) over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION Section 3.1.1 and SECTION Section 3.1.2; or; (c) such Disposition is made pursuant to a Local Management Plan; or (d) [INTENTIONALLY OMITTED].

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers The Borrower will not, and will ----------------------- not permit any of its respective Subsidiaries Restricted Subsidiary to, Dispose -92- of or grant options, warrants or other rights with respect to, all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities Stock of Restricted Subsidiaries) to any Person, unless: (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition sale, transfer, lease, contribution or other conveyance of all or a substantial part of WWI or such Subsidiarythe Borrower's and the Restricted Subsidiaries' assets, taken as a whole) or is of obsolete or worn out property or property, (ii) permitted by CLAUSE (A) Section 7.2.8, or (Biii) between the ------------- Borrower and one of SECTION 7.2.8its Restricted Subsidiaries or between Restricted Subsidiaries of the Borrower; (b) such Disposition constitutes (i) an Investment permitted under Section 7.2.5, (ii) a Lien permitted under Section 7.2.3, or (iii) a ------------- ------------- Restricted Payment permitted under Section 7.2.6; ------------- (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cashcash or is a Lien permitted under the proviso to clause (h) of Section 7.2.3, (ii) the Net Disposition ------- ---------- ------------- Proceeds received from such DispositionDispositions, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed Dispositions made pursuant to this CLAUSE clause (Bc) since September 29, 1999, does ---------- not exceed (individually or in the aggregate) $20,000,000 40,000,000 over the term of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such Disposition not theretofore sale, transfer, lease (except leases or subleases pursuant to clause (i) of Section 7.2.3), contribution or conveyance, is ---------- ------------- reinvested in Qualified Assets in accordance with CLAUSE (B) the business of SECTION 3.1.1 (with the amount permitted Borrower and its Restricted Subsidiaries or, to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) extent required thereunder, is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 and SECTION 3.1.2Section 3.1.1; or (c) such Disposition is made pursuant to a Local Management Plan.-------------

Asset Dispositions, etc. Subject to the definition of Change of in Control, each of the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI the Borrower or such Subsidiary's ’s assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999the Effective Date, does not exceed (individually or in the aggregate) $20,000,000 an amount equal to 10% of the assets of the Borrower and its Subsidiaries (other than XX.xxx and its Subsidiaries until the occurrence of the Trigger Date) taken as a whole (calculated at the time such Disposition is to be made) over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION Section 3.1.1 and SECTION Section 3.1.2; or; (c) such Disposition is made pursuant to a Local Management Plan; or (d) until the occurrence of the Trigger Date, Dispositions made by XX.xxx and its Subsidiaries.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 SP1 Xxxxxxxx) and xxd is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 SP1 Xxxxxxxx) and xxd is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION Section 3.1.1 and SECTION Section 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's ’s assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999the Effective Date, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION Section 3.1.1 and SECTION Section 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.

Asset Dispositions, etc. Subject to Except in connection with ----------------------- a transaction permitted under Section 8.2.7, none of Holdings, the definition of Change of Control, each Borrower or ------------- any of the Borrowers will not, and will not permit Material Subsidiaries may sell or dispose of any portion of its respective Subsidiaries toproperty (excepting abandonment, Dispose -92- sale of all inventory or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) dispositions in the ordinary course of its business business), or sell equity interests in any Material Subsidiary to any third party (all of the foregoing, are herein called "Asset ----- Dispositions"), unless: ------------ (a) immediately before and does not constitute a Disposition after giving effect to such transaction, no Default or Event of all Default shall exist or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8be continuing; (b) one of the following two conditions shall be satisfied: (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received aggregate net after tax proceeds from such Disposition, together with the Net Asset Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (B) since September 29, 1999, does do not exceed (individually or in 10% of the aggregate) $20,000,000 over the term Consolidated Total Assets of this Agreement and (iii) the Net Disposition Proceeds generated from Holdings during such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 and SECTION 3.1.2Fiscal Year; or (ii) in the event that such net after tax proceeds from such Asset Disposition exceed 10% of the Consolidated Total Assets of Holdings ("Excess Sale Proceeds"), the Borrower shall ` -------------------- within ninety (90) days of the date of the disposal of the assets giving rise to such proceeds, cause an amount equal to such Excess Sale Proceeds to be applied (x) to the acquisition of assets in replacement of the assets so disposed of or of assets which may be productively used in the United States in the conduct of Holdings', the Borrower's or any Material Subsidiary's business (and such newly acquired assets shall become part of the General Collateral and shall be subjected to the Lien of the Security Documents), or (y) to the extent not applied pursuant to the immediately preceding clause ------ (x), for deposit with the Trustee no later than ninety (90) days --- of after such disposition to be reinvested in assets described in clause (x) and to the extent such Excess Sale Proceeds are ---------- not reinvested as described above within one-hundred eighty (180) days of such disposition to the prepayment of the Obligations pursuant to Section 3.1; and ----------- (c) such Disposition 100% of the consideration received is made pursuant to in cash or marketable securities or notes secured by a Local Management Planstandby letter of credit.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 XxxxxxxxSP1) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI the Borrower or such Subsidiary's ’s assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 XxxxxxxxSP1) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999the Effective Date, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION Section 3.1.1 and SECTION Section 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries Restricted Subsidiary to, Dispose -92- of or grant options, warrants or other rights with respect to, all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities Stock of Restricted Subsidiaries) to any Person, unless: (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition sale, transfer, lease, contribution or other conveyance of all or a substantial part of WWI or such Subsidiarythe Borrower's and the Restricted Subsidiaries' assets, taken as a whole) or is of obsolete or worn out property or property, (ii) permitted by CLAUSE (A) SECTION 7.2.8, or (Biii) between the Borrower and one of SECTION 7.2.8its Restricted Subsidiaries or between Restricted Subsidiaries of the Borrower; (b) such Disposition constitutes (i) an Investment permitted under SECTION 7.2.5, (ii) a Lien permitted under SECTION 7.2.3, or (iii) a Restricted Payment permitted under SECTION 7.2.6; (c) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cashcash or is a Lien permitted under the PROVISO to CLAUSE (h) of SECTION 7.2.3, (ii) the Net Disposition Proceeds received from such DispositionDispositions, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed Dispositions made pursuant to this CLAUSE (Bc) since September 29, 1999, does not exceed (individually or in the aggregate) $20,000,000 40,000,000 over the term of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with sale, transfer, lease (except leases or subleases pursuant to CLAUSE (Bi) of SECTION 3.1.1 (with the amount permitted to be so 7.2.3), contribution or conveyance, is reinvested in Qualified Assets in any event not the business of the Borrower and its Restricted Subsidiaries or, to exceed $7,500,000 over the term of this Agreement) extent required thereunder, is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE SECTION 3.1.1; (Bd) such Disposition results from a casualty or condemnation in respect of SECTION 3.1.1 and SECTION 3.1.2such property or assets; or (ce) such Disposition is made pursuant to a Local Management Planconsists of the sale or discount of overdue accounts receivable in the ordinary course of business, but only in connection with the compromise or collection thereof.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999the Effective Date, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION 3.1.1 and SECTION 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.Section 3.1.1

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (Aa) or (Bb) of SECTION 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (Bb) since September 29, 1999, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (Bb) of SECTION 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (Bb) of SECTION 3.1.1 and SECTION 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.

Asset Dispositions, etc. Subject to the definition of Change of ControlExcept in connection with a ----------------------- transaction permitted under Section 8.2.7, each none of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI Borrower or any of ------------- the Material Subsidiaries may sell or dispose of any portion of its Subsidiaries property (excepting abandonment, sale of inventory or other than the XX0 Xxxxxxxx) and is (i) dispositions in the ordinary course of its business business), or sell equity interests in any Material Subsidiary to any third party (all of the foregoing, are herein called "Asset Dispositions"), unless: ------------------- (a) immediately before and does not constitute a Disposition after giving effect to such transaction, no Default or Event of all Default shall exist or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8be continuing; (b) one of the following two conditions shall be satisfied: (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received aggregate net after tax proceeds from such Disposition, together with the Net Asset Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (B) since September 29, 1999, does do not exceed (individually or in 5% of the aggregate) $20,000,000 over Consolidated Total Assets of the term of this Agreement and (iii) the Net Disposition Proceeds generated from Borrower during such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 and SECTION 3.1.2Fiscal Year; or (ii) in the event that such net after tax proceeds from such Asset Disposition exceed 5% of such Consolidated Total Assets ("Excess ------ Sale Proceeds"), the Borrower shall within ninety (90) days of the ------------- date of the disposal of the assets giving rise to such proceeds, cause an amount equal to such Excess Sale Proceeds to be applied (x) to the acquisition of assets in replacement of the assets so disposed of or of assets which may be productively used in the United States in the conduct of the Borrower's or any Material Subsidiary's business (and such newly acquired assets shall become part of the Collateral and shall be subjected to the Lien of the Security Documents), or may be deemed by the Borrower to have been applied to fund the purchase of such replacement assets purchased not earlier than 30 days prior to such Asset Disposition or (y) to the extent not applied pursuant to the immediately preceding clause (x) , for deposit with the Agent no ---------- later than ninety (90) days of after such disposition to be reinvested in assets described in clause (x) and to the extent such Excess Sale ---------- Proceeds are not reinvested as described above within one-hundred eighty (180) days of such disposition to the prepayment of the Obligations pursuant to Section 3.1; and ----------- (c) such Disposition 100% of the consideration received is made pursuant in cash or marketable securities or notes secured by a letter of credit issued by a financial institution acceptable to a Local Management Planthe Lenders.