Common use of Voluntary Non-Major Collateral Dispositions Clause in Contracts

Voluntary Non-Major Collateral Dispositions. Neither the Company nor the Issuer shall, nor shall the Company permit any Restricted Subsidiary to, consummate a Collateral Disposition that does not constitute a Major Collateral Disposition and that does not result from an Involuntary Loss unless, in addition to complying with the provisions set forth in paragraph (a) above, an amount equal to 100% of the Net Available Cash from such Collateral Disposition shall be applied, to the extent the Company elects, to replace any assets or property that were the subject of such Collateral Disposition or to acquire properties, assets or rights to be used in the business of the Company and owned by the Company (such replacement assets or property and such properties, assets or rights to be acquired being hereinafter referred to as the "New Collateral Assets") within 18 months from the later of the date of such Collateral Disposition or the receipt of such Net Available Cash, provided such New Collateral Assets shall become subject to the Liens of the Security Documents (which shall be first priority perfected Liens) and shall become Collateral governed by the Collateral Agency Agreement; provided, however, that if the Net Available Cash from such Collateral Disposition, when aggregated with all the Excess Collateral Proceeds on deposit in the Collateral Accounts, exceeds US$10.0 million, the Issuer shall be required to make an offer pursuant to paragraph (e) of this covenant; provided further, however, that (A) such offer will not be required to be made if the Issuer delivers to the Trustee and the holders of the Notes an Officer's Certificate within 30 days after such Collateral Disposition certifying: (1) that the Issuer has identified New Collateral Assets to be acquired (together with a description thereof), (2) that delivery of such New Collateral Assets will be taken, and completion of the purchase of such New Collateral Assets will occur, within 180 days after the date of such Officer's Certificate, (3) the amount of Net Available Cash to be used to purchase such New Collateral Assets and (4) that such amount of Net Available Cash so to be used would reduce the Excess Collateral Proceeds in the Collateral Accounts to less than US$l0.0 million; and (B) the completion of the purchase of such New Collateral Assets shall take place on or before the 180 day period specified in such certification. Any Net Available Cash not applied as provided above in this paragraph (c) shall constitute "Excess Collateral Proceeds."

Voluntary Non-Major Collateral Dispositions. Neither the Company nor the Issuer shall, nor shall the Company permit any Restricted Subsidiary to, consummate a Collateral Disposition that does not constitute a Major Collateral Disposition and that does not result from an Involuntary Loss unless, in addition to complying with the provisions set forth in paragraph (a) above, an amount equal to 100% of the Net Available Cash from such Collateral Disposition shall be applied, to the extent the Company elects, to replace any assets or property that were the subject of such Collateral Disposition or to acquire properties, assets or rights to be used in the business of the Company and owned by the Company (such replacement assets or property and such properties, assets or rights to be acquired being hereinafter referred to as the "New Collateral AssetsNEW COLLATERAL ASSETS") within 18 months from the later of the date of such Collateral Disposition or the receipt of such Net Available Cash, provided such New Collateral Assets shall become subject to the Liens of the Security Documents (which shall be first priority perfected Liens) and shall become Collateral governed by the Collateral Agency Agreement; providedPROVIDED, howeverHOWEVER, that if the Net Available Cash from such Collateral Disposition, when aggregated with all the Excess Collateral Proceeds on deposit in the Collateral Accounts, exceeds US$10.0 million, the Issuer shall be required to make an offer pursuant to paragraph (e) of this covenant; provided furtherPROVIDED FURTHER, however, that (A) such offer will not be required to be made if the Issuer delivers to the Trustee and the holders of the Notes an Officer's Certificate within 30 days after such Collateral Disposition certifying: (1) that the Issuer has identified New Collateral Assets to be acquired (together with a description thereof), (2) that delivery of such New Collateral Assets will be taken, and completion of the purchase of such New Collateral Assets will occur, within 180 days after the date of such Officer's Certificate, (3) the amount of Net Available Cash to be used to purchase such New Collateral Assets and (4) that such amount of Net Available Cash so to be used would reduce the Excess Collateral Proceeds in the Collateral Accounts to less than US$l0.0 million; and (B) the completion of the purchase of such New Collateral Assets shall take place on or before the 180 day period specified in such certification. Any Net Available Cash not applied as provided above in this paragraph (c) shall constitute "Excess Collateral Proceeds."

Voluntary Non-Major Collateral Dispositions. Neither the Company nor the Issuer shall, nor shall the Company permit any Restricted Subsidiary to, consummate a Collateral Disposition that does not constitute a Major Collateral Disposition and that does not result from an Involuntary Loss unless, in addition to complying with the provisions set forth in paragraph (a) above, an amount equal to 100% of the Net Available Cash from such Collateral Disposition shall be applied, to the extent the Company elects, to replace any assets or property that were the subject of such Collateral Disposition or to acquire properties, assets or rights to be used in the business of the Company and owned by the Company (such replacement assets or property and such properties, assets or rights to be acquired being hereinafter referred to as the "New Collateral AssetsNEW COLLATERAL ASSETS") within 18 months from the later of the date of such Collateral Disposition or the receipt of such Net Available Cash, provided such New Collateral Assets shall become subject to the Liens of the Security Documents (which shall be first priority perfected Liens) and shall become Collateral governed by the Collateral Agency Agreement; providedPROVIDED, howeverHOWEVER, that if the Net Available Cash from such Collateral Disposition, when aggregated with all the Excess Collateral Proceeds on deposit in the Collateral Accounts, exceeds US$10.0 million, the Issuer shall be required to make an offer pursuant to paragraph (e) of this covenant; provided furtherPROVIDED FURTHER, however, that (A) such offer will not be required to be made if the Issuer delivers to the Trustee and the holders of the Notes an Officer's Certificate within 30 days after such Collateral Disposition certifying: (1) that the Issuer has identified New Collateral Assets to be acquired (together with a description thereof), (2) that delivery of such New Collateral Assets will be taken, and completion of the purchase of such New Collateral Assets will occur, within 180 days after the date of such Officer's Certificate, (3) the amount of Net Available Cash to be used to purchase such New Collateral Assets and (4) that such amount of Net Available Cash so to be used would reduce the Excess Collateral Proceeds in the Collateral Accounts to less than US$l0.0 million; and (B) the completion of the purchase of such New Collateral Assets shall take place on or before the 180 day period specified in such certification. Any Net Available Cash not applied as provided above in this paragraph (c) shall constitute "Excess Collateral Proceeds" and shall be applied in accordance with Section 3.07."

Voluntary Non-Major Collateral Dispositions. Neither the Company nor the Issuer shall, nor shall the Company permit any Restricted Subsidiary to, consummate a Collateral Disposition that does not constitute a Major Collateral Disposition and that does not result from an Involuntary Loss unless, in addition to complying with the provisions set forth in paragraph (a) above, an amount equal to 100% of the Net Available Cash from such Collateral Disposition shall be applied, to the extent the Company elects, to replace any assets or property that were the subject of such Collateral Disposition or to acquire properties, assets or rights to be used in the business of the Company and owned by the Company (such replacement assets or property and such properties, assets or rights to be acquired being hereinafter referred to as the "New Collateral Assets") within 18 months from the later of the date of such Collateral Disposition or the receipt of such Net Available Cash, provided such New Collateral Assets shall become subject to the Liens of the Security Documents (which shall be first priority perfected Liens) and shall become Collateral governed by the Collateral Agency Agreement; provided, however, that if the Net Available Cash from such Collateral Disposition, when aggregated with all the Excess Collateral Proceeds on deposit in the Collateral Accounts, exceeds US$10.0 million, the Issuer shall be required to make an offer pursuant to paragraph (e) of this covenant; provided further, however, that (A) such offer will not be required to be made if the Issuer delivers to the Trustee and the holders of the Notes an Officer's Certificate within 30 days after such Collateral Disposition certifying: (1) that the Issuer has identified New Collateral Assets to be acquired (together with a description thereof), (2) that delivery of such New Collateral Assets will be taken, and completion of the purchase of such New Collateral Assets will occur, within 180 days after the date of such Officer's Certificate, (3) the amount of Net Available Cash to be used to purchase such New Collateral Assets and (4) that such amount of Net Available Cash so to be used would reduce the Excess Collateral Proceeds in the Collateral Accounts to less than US$l0.0 million; and (B) the completion of the purchase of such New Collateral Assets shall take place on or before the 180 day period specified in such certification. Any Net Available Cash not applied as provided above in this paragraph (c) shall constitute "Excess Collateral Proceeds" and shall be applied in accordance with Section 3.07."