Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Agent shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Obligations or if any proceeds of Collateral received by the Collateral Agent to be distributed and shared pursuant to this Section 2.18 are in a form other than immediately available funds, the Collateral Agent shall not be required to remit any share thereof under the terms hereof and the Secured Parties shall only be entitled to their undivided interests in the Collateral or noncash proceeds as determined by clause (f) of this Section 2.18. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause (f)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section is held by the Collateral Agent pursuant to this clause (g), the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Required Lenders.
Noncash Proceeds. Notwithstanding anything to the contrary contained herein, if the Agent shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Obligations or if any proceeds of Collateral received by the Agent to be distributed and shared pursuant to this Section 4.9 are in a form other than immediately available funds, the Agent shall not be required to remit any share thereof under the terms hereof and the Lenders shall only be entitled to their undivided interests in the Collateral or noncash proceeds as determined hereby. The Lenders shall receive the application portions (in accordance with Section 4.9(a)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if any when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section 4.9 is held by the Agent pursuant to this clause (b), the Agent shall hold such Collateral or other property for the benefit of the Lenders and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Required Lenders.
Noncash Proceeds. Notwithstanding anything to the contrary contained herein, if the Agent shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Obligations or if any proceeds of Collateral received by the Agent to be distributed and shared pursuant to this Section 4.9 are in a form other than immediately available funds, the Agent shall not be required to remit any share thereof under the terms hereof and the Lenders shall only be entitled to their undivided interests in the Collateral or noncash proceeds as determined hereby. The Lenders shall receive the application portions (in accordance with Section 4.9(a)) of any immediately available funds consisting of proceeds
Noncash Proceeds. Each Debtor agrees that Administrative Agent shall be under no obligation to accept any noncash proceeds unless failure to do so would be commercially unreasonable. If Administrative Agent agrees in its sole discretion to accept noncash proceeds, the Administrative Agent may ascribe any reasonable value to such proceeds. The Administrative Agent may apply any discount factor in determining the present value of proceeds to be received in the future.
Noncash Proceeds. Notwithstanding any other provision herein to the contrary, the value of all assets and the amount of Indebtedness represented by a debt instrument received as noncash proceeds from Asset Dispositions after the date hereof shall not exceed, in the case of such assets, an aggregate $5,000,000 at any one time outstanding and, in the case of such Indebtedness, an aggregate of $5,000,000 at any one time outstanding.
Noncash Proceeds. Debtor agrees that Agent ---------------- shall be under no obligation to accept any noncash proceeds unless failure to do so would be commercially unreasonable. If Agent agrees in its sole discretion to accept noncash proceeds, Agent may ascribe any reasonable value to such proceeds. Agent may apply any discount factor in determining the present value of proceeds to be received in the future.
5. Each Company hereby acknowledges and agrees, and each of the Guarantor Security Agreements described in Items 3 and 17 of Schedule A hereto (collectively, the "Guarantor Security Agreements") is hereby amended as ----------------------------- follows:
(a) Effective as of the date hereof, Section 1.1 of each of the ----------- Guarantor Security Agreements is hereby amended to add the following definitions, to read in their respective entireties as follows:
Noncash Proceeds. Each Debtor agrees that ---------------- Agent shall be under no obligation to accept any noncash proceeds unless failure to do so would be commercially unreasonable. If Agent agrees in its sole discretion to accept noncash proceeds, Agent may ascribe any reasonable value to such proceeds. Agent may apply any discount factor in determining the present value of proceeds to be received in the future.
6. Each Company hereby acknowledges and agrees, and each of the Pledge Agreements described in Items 4, 5, 6, 7, 8, 9, 10, 11, 18, 19, 20 and 21 of Schedule A hereto (collectively, the "Pledge Agreements") is hereby amended as ----------------- follows:
(a) Effective as of the date hereof, each reference to the percentage "65%" appearing in Section 1.2 of each of the Pledge Agreements ----------- is hereby amended to read "100%", except such references in subsections (a) and (b) of Section 1.2 of the Pledge Agreements ----------------------- ----------- described in Items 10 and 11 of Schedule A hereto. ----------
(b) Effective as of the date hereof, the next to last subsection of Section 1.2 of each of the Pledge Agreements is hereby amended to ----------- read in its entirety as follows: All present and future increases, profits, combinations, reclassifications of, and substitutes and replacements for, all or part of the foregoing, and all present and future accounts, contract rights, general intangibles, chattel paper, documents, instruments, deposit accounts, investment property, letter-of- credit rights, commercial tort claims, supporting obligations, cash and noncash proceeds, and other rights arising from or by virtue of, or from the voluntary or involuntary sale, lease, or other disposition of, or collections with respect to, all or any part of the foregoing; and
(c) Effective as of the date hereof, Article I of each of the Pledge --------- Agreements is hereby amended to add the following Section 1.4 to ----------- the end thereof, such section to read in its entirety as follows:
Noncash Proceeds. Pledgor agrees that Agent ---------------- shall be under no obligation to accept any noncash proceeds unless failure to do so would be commercially unreasonable. If Agent agrees in its sole discretion to accept noncash proceeds, Agent may ascribe any reasonable value to such proceeds. Agent may apply any discount factor in determining the present value of proceeds to be received in the future.
7. Each Company hereby acknowledges and agrees, and the Pledge Agreement described in Item 5 of Schedule A hereto (the "NAC Pledge Agreement") is hereby -------------------- further amended as follows:
(a) Effective as of the date hereof, subsections (e), (f) and (g) of ----------------------------
Noncash Proceeds. If the proceeds from a sale or other disposition of an item of Company property consist of property other than cash, the value of that property shall be as determined by the Managers. If such noncash proceeds are subsequently reduced to cash, such cash shall be taken into account by the Managers in determining Available Cash.
Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Administrative Agent shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Obligations or if any proceeds of Collateral received by the Administrative Agent to be distributed and shared pursuant to this Section 2.18 are in a form other than immediately available funds, the Administrative Agent shall not be required to remit any share thereof under the terms hereof and the Secured Parties shall only be entitled to their undivided interests in the Collateral or noncash proceeds as determined by clause (f) of this Section 2.
