Common use of Limitation on Sales of Collateral Clause in Contracts

Limitation on Sales of Collateral. (a) All Collateral Dispositions. Neither the Company nor the Issuer shall, nor shall the Company permit any Restricted Subsidiary, directly or indirectly, to, consummate any Collateral Disposition, in whole or in part, unless: (i) other than in the case of an Involuntary Loss, the Company or such Restricted Subsidiary receives consideration at the time of such Collateral Disposition at least equal to the fair market value (including the value of all noncash consideration) of the Collateral subject to such Collateral Disposition, as determined in good faith (A) in the case of a Collateral Disposition involving consideration of US$1.0 million or less, by an officer of the Company having the title of manager or more senior, or (B) in the case of a Collateral Disposition involving consideration of more than US$1.0 million, by the Board of Directors of the Company; (ii) other than in the case of an Involuntary Loss, at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash and cash equivalents; (iii) any such Collateral Disposition is in compliance with the provisions of Section 12; (iv) an amount equal to 100% of the Net Available Cash from such Collateral Disposition shall promptly be delivered and pledged by the Company (or such Restricted Subsidiary, as the case may be) to the Collateral Agent for deposit in the Collateral Accounts or, in the case of an Involuntary Loss that does not constitute a Major Collateral Disposition, the Insurance Collateral Account, pending application in accordance with the provisions of Sections 4.08(b), (c) or (d) below, as applicable, in each case in the name and under the sole dominion and control of the Collateral Agent; (v) the Liens of the Security Documents (which shall be first priority perfected Liens) attach to all other property and assets received, and the Company (or such Restricted Subsidiary, as the case may be) shall take such other actions, at the sole expense of the Company or such Restricted Subsidiary, to ensure that the Liens under the Security Documents so attach to such property and assets; and (vi) in the event of a Collateral Disposition that is: (A) a Major Collateral Disposition, the Company (or such Restricted Subsidiary, as the case may be) shall comply with Section 4.08(b) below; (B) a Collateral Disposition that does not constitute a Major Collateral Disposition and does not result from an Involuntary Loss, the Company (or such Restricted Subsidiary, as the case may be) shall comply with Section 4.08(c) below; or (C) a Collateral Disposition that does not constitute a Major Collateral Disposition but results from an Involuntary Loss, the Company (or such Restricted Subsidiary, as the case may be) shall comply with Section 4.08(d) below.

Limitation on Sales of Collateral. (a) All Collateral DispositionsALL COLLATERAL DISPOSITIONS. Neither the Company nor the Issuer shall, nor shall the Company permit any Restricted Subsidiary, directly or indirectly, to, consummate any Collateral Disposition, in whole or in part, unless: (i) other than in the case of an Involuntary Loss, the Company or such Restricted Subsidiary receives consideration at the time of such Collateral Disposition at least equal to the fair market value (including the value of all noncash consideration) of the Collateral subject to such Collateral Disposition, as determined in good faith (A) in the case of a Collateral Disposition involving consideration of US$1.0 million or less, by an officer of the Company having the title of manager or more senior, or (B) in the case of a Collateral Disposition involving consideration of more than US$1.0 million, by the Board of Directors of the Company; (ii) other than in the case of an Involuntary Loss, at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash and cash equivalents; (iii) any such Collateral Disposition is in compliance with the provisions of Section 12; (iv) an amount equal to 100% of the Net Available Cash from such Collateral Disposition shall promptly be delivered and pledged by the Company (or such Restricted Subsidiary, as the case may be) to the Collateral Agent for deposit in the Collateral Accounts or, in the case of an Involuntary Loss that does not constitute a Major Collateral Disposition, the Insurance Collateral Account, pending application in accordance with the provisions of Sections 4.08(b), (c) or (d) below, as applicable, in each case in the name and under the sole dominion and control of the Collateral Agent; (v) the Liens of the Security Documents (which shall be first priority perfected Liens) attach to all other property and assets received, and the Company (or such Restricted Subsidiary, as the case may be) shall take such other actions, at the sole expense of the Company or such Restricted Subsidiary, to ensure that the Liens under the Security Documents so attach to such property and assets; and (vi) in the event of a Collateral Disposition that is: (A) a Major Collateral Disposition, the Company (or such Restricted Subsidiary, as the case may be) shall comply with Section 4.08(b) below; (B) a Collateral Disposition that does not constitute a Major Collateral Disposition and does not result from an Involuntary Loss, the Company (or such Restricted Subsidiary, as the case may be) shall comply with Section 4.08(c) below; or (C) a Collateral Disposition that does not constitute a Major Collateral Disposition but results from an Involuntary Loss, the Company (or such Restricted Subsidiary, as the case may be) shall comply with Section 4.08(d) below.