Common use of Asset Dispositions, etc Clause in Contracts

Asset Dispositions, etc. (a) The Borrower and PAAC will not, and will not permit any of their Restricted Subsidiaries to, make any Asset Sale (other than, in the case of a PCIFP Company or a Restricted Subsidiary of such PCIFP Company, to such PCIFP Company or another Restricted Subsidiary of such PCIFP Company, and, in the case of PAAC or a Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted Subsidiaries), to PAAC or another Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted Subsidiaries)) unless (i) the Borrower, PAAC or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and at least 80% of the consideration received by the Borrower, PAAC or such Restricted Subsidiary from such Asset Sale is in the form of cash and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any other creditor of the Borrower, PAAC or of their respective Restricted Subsidiaries; provided, however, that the amount of any cash equivalent or note or other obligation received by the Borrower, PAAC or such Restricted Subsidiary from the transferee in any such transaction that is converted within 90 days by the Borrower, PAAC or such Restricted Subsidiary into cash will be deemed upon such conversion to be cash for purposes of this provision; (ii) to the extent such Asset Sale involves Collateral, (x) the consent of the Required Lenders shall be obtained prior to the consummation of such sale and (y) the Borrower and PAAC shall cause the aggregate cash proceeds received by any PCIFP Company or any of its Restricted Subsidiaries, in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (vi) of the definition of Net Proceeds (the "Collateral Proceeds") to be deposited with the Collateral Agent in the Intercreditor

Asset Dispositions, etc. (a) The Borrower and PAAC will not, and ----------------------- will not permit any of their Restricted Subsidiaries Subsidiary to, make sell, transfer, lease, convey or otherwise dispose of any Asset Sale (other than, in the case of a PCIFP Company or a Restricted Subsidiary of such PCIFP Company, to such PCIFP Company or another Restricted Subsidiary of such PCIFP Company, and, in the case of PAAC or a Restricted Subsidiary of PAAC assets (other than a PCIFP Company and its Restricted Subsidiaries), to PAAC or another Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted Subsidiaries)) unless (i) an asset disposition or the sale of Inventory in the ordinary course of business consistent with past practice, (ii) any Financing Disposition, (iii) any disposition of the Designated Facilities, or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower (or the Restricted Subsidiary, PAAC or such Restricted Subsidiary as the case may be) receives consideration at the time of such disposition (an "Asset Sale Disposition") ----------------- at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed ofof (which shall be determined in good faith by the Board of Directors and evidenced by a Board Resolution), and at least 80% of the consideration Net Proceeds received by the BorrowerBorrower for such disposition consists of at least 75% cash, PAAC or such Restricted Subsidiary from such Asset Sale is in the form of cash and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any other creditor of the Borrower, PAAC or of their respective Restricted Subsidiaries; provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any cash equivalent or note or liabilities (other obligation received ------------- than liabilities that are by their terms subordinated to the Borrower, PAAC Term Notes) of the Borrower or such Restricted Subsidiary from (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee in of any such transaction assets or other property in such Asset Disposition or are no longer the liability of the Borrower or any Restricted Subsidiary (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Disposition), but only to the extent that such assumption is converted within 90 days effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower, PAAC Borrower or any such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Borrower or such Restricted Subsidiary into cash will be deemed upon such conversion to be cash for purposes within 180 days of this provision; receipt, (iiB) to the extent such Asset Sale Disposition involves Collateral, (x1) the consent of the Required Lenders shall be obtained prior to the consummation of any sale of Collateral subject to such sale Asset Disposition (or any related Asset Disposition) having a fair market value in excess of $5,000,000 and (y2) the Borrower and PAAC shall cause the aggregate cash proceeds received by any PCIFP Company the Borrower or any of its such Restricted Subsidiaries, Subsidiary in respect of such Collateral subject to an Asset Sale which are allocated to the CollateralDisposition (or any related Asset Disposition), net of the items set forth in clauses (i) through (viiii) of the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds") ), to be deposited with the Collateral ------------------- Administrative Agent in the IntercreditorCollateral Account as and when received by the Borrower or any of its Restricted Subsidiaries in accordance with the terms of the Security Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, and, provided further, that no Indebtedness other than the Obligations may be -------- ------- permanently repaid or prepaid out of, or on account of, any Collateral Proceeds (except to the extent any such prepayment is refused by a Lender under clause ------ (c) of Section 3.1.2); and (C) the Net Proceeds (other than the Net Proceeds of --- ------------- an Asset Disposition of the Excluded Facility) received by the Borrower or such Restricted Subsidiary from such Asset Disposition are applied in accordance with the following paragraphs.

Asset Dispositions, etc. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than the sale in the ordinary course of business of Hydrocarbons produced from Borrower's and any other Credit Party's Mineral Interests (and not pursuant to Advance Payment Contracts); provided, that, so long as no Default or Event of Default has occurred which is continuing, Borrower shall be permitted to sell or dispose of (a) The Borrower machinery and PAAC will not, and will equipment which is obsolete or otherwise not permit any of their Restricted Subsidiaries to, make any Asset Sale (other than, necessary or useful in the case operation of a PCIFP Company or a Restricted Subsidiary of such PCIFP CompanyBorrower's business, to such PCIFP Company or another Restricted Subsidiary of such PCIFP Company, and, in the case of PAAC or a Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted Subsidiaries), to PAAC or another Restricted Subsidiary of PAAC b) Mineral Interests during any period between Scheduled Redeterminations with an aggregate Recognized Value (other than a PCIFP Company and its Restricted Subsidiaries)) unless (i) the Borrower, PAAC or such Restricted Subsidiary receives consideration measured at the time of such Asset sale or disposition) not in excess of three percent (3%) of the Borrowing Base in effect during such period, and (c) the Seller's Interests (as defined in the Mariner Purchase and Sale at least equal Agreement) pursuant to the Fair Market Value terms of the assets sold or otherwise disposed of, Buyer's Option (as defined in the Mariner Purchase and at least 80% Sale Agreement) and in accordance with Article X of the consideration received by the Borrower, PAAC or such Restricted Subsidiary from such Asset Mariner Purchase and Sale is in the form of cash and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any other creditor of the Borrower, PAAC or of their respective Restricted SubsidiariesAgreement; provided, however, that and without limiting the amount of foregoing, Borrower will not, nor will Borrower permit any cash equivalent or note or other obligation received by the BorrowerCredit Party to, PAAC or such Restricted Subsidiary from the transferee in (i) sell any such transaction that is converted within 90 days by the BorrowerHydrocarbons under Advance Payment Contracts, PAAC or such Restricted Subsidiary into cash will be deemed upon such conversion to be cash for purposes of this provision; (ii) to the extent such Asset Sale involves Collateralsell or securitize any of their accounts receivable (other than those deemed doubtful or uncollectible), (xiii) the consent of the Required Lenders shall be obtained sell any production payment or other term royalty, (iv) purchase property subject to any production payment or term royalty created within 180 days prior to the consummation such purchase, or (v) sell assets and then lease them back (or commit to lease them back) within 180 days after such sale. Borrower will not sell, transfer or dispose of, or permit any other Credit Party to sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such sale and (y) the Borrower and PAAC shall cause the aggregate cash proceeds received by any PCIFP Company or any of its Restricted Subsidiaries, in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (vi) of the definition of Net Proceeds (the "Collateral Proceeds") to be deposited with the Collateral Agent in the IntercreditorBorrower.

Asset Dispositions, etc. (a) The Borrower and PAAC will notshall, and will not permit within two Business Days after it receives any Net Proceeds of their Restricted Subsidiaries to, make any Asset Sale (other thanDisposition, in the case of a PCIFP Company or a Restricted Subsidiary of such PCIFP Company, to such PCIFP Company or another Restricted Subsidiary of such PCIFP Company, and, in the case of PAAC or a Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted SubsidiariesAsset Dispositions constituting either Fiber or Conduit Sales expressly permitted to be consummated in accordance with CLAUSE (E) of SECTION 9.8, proceeds of any Insurance Recovery or proceeds of or resulting from eminent domain, condemnation or similar proceedings (whether the same relate to the Collateral, the Real Estate Assets or other Property) aggregating in excess of $[*] during any period of 12 consecutive months or less (the aggregate amount of all such Net Proceeds or proceeds exceeding $[*] received during any such period are herein called the "EXCESS PROCEEDS AMOUNT"), pay to PAAC the Administrative Agent, as a prepayment of the Loans (which prepayment shall be without premium or another Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted Subsidiariespenalty except as may be provided pursuant to SECTION 4.5)) unless , an aggregate amount equal to the Excess Proceeds Amount; PROVIDED, HOWEVER, that (i) no such prepayment will be required if and to the extent that the Excess Proceeds Amount is under binding contract to be re-invested in productive assets used in the ordinary course of the Borrower's or its Subsidiary's (as applicable) business within [*] days of the receipt of such Excess Proceeds Amount and is, PAAC in fact, so re-invested within [*] days of the receipt of such Excess Proceeds Amount, (ii) the Excess Proceeds Amount shall be deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent until such time as such amount (exclusive of any interest accrued thereon) is either re-invested within such [*] day period or such Restricted Subsidiary receives consideration applied to the Loans or other Obligations as provided in this SECTION 2.7, and (iii) if, at the time of any such Asset Sale at least equal required prepayment, any Eligible Secured Debt is outstanding, then the Excess Proceeds Amount may be paid to the Fair Market Value Collateral Agent (as opposed to the Administrative Agent) and distributed pro rata to the Administrative Agent and the holders of the assets sold Eligible Secured Debt (or otherwise disposed of, and at least 80% of their representatives) for application to the consideration received by the Borrower, PAAC or such Restricted Subsidiary from such Asset Sale is in the form of cash and no portion thereof shall consist of inventory or accounts receivable Loans or other property that would become subject Obligations and to a Lien held by any other creditor of the Borrower, PAAC or of their respective Restricted Subsidiaries; provided, however, that the amount of any cash equivalent or note or other obligation received by the Borrower, PAAC or such Restricted Subsidiary from the transferee Eligible Secured Debt in any such transaction that is converted within 90 days by the Borrower, PAAC or such Restricted Subsidiary into cash will be deemed upon such conversion to be cash for purposes of this provision; (ii) to the extent such Asset Sale involves Collateral, (x) the consent of the Required Lenders shall be obtained prior to the consummation of such sale and (y) the Borrower and PAAC shall cause the aggregate cash proceeds received by any PCIFP Company or any of its Restricted Subsidiaries, in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (vi) of the definition of Net Proceeds (the "Collateral Proceeds") to be deposited accordance with the Collateral Agent in the IntercreditorAgency Agreement.

Asset Dispositions, etc. (a) The Borrower and PAAC will not, and will not permit any of their Restricted Subsidiaries Subsidiary to, make any Asset Sale (other than, in than to the case of a PCIFP Company Borrower or a other Restricted Subsidiary of such PCIFP Company, to such PCIFP Company or another Restricted Subsidiary of such PCIFP Company, and, in the case of PAAC or a Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted Subsidiaries), to PAAC or another Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted Subsidiaries)Subsidiary) unless (i) the Borrower, PAAC Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and at least 80% of the consideration received by the Borrower, PAAC Borrower or such Restricted Subsidiary from such Asset Sale is in the form of cash and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any other creditor of the Borrower, PAAC Borrower or of their respective any Restricted SubsidiariesSubsidiary of the Borrower; provided, however, that the amount of any cash equivalent or note or other obligation received by the Borrower, PAAC Borrower or such Restricted Subsidiary from the transferee in any such transaction that is converted within 90 days by the Borrower, PAAC Borrower or such Restricted Subsidiary into cash will be deemed upon such conversion to be cash for purposes of this provision; (ii) to the extent such Asset Sale involves Collateral, (x) the consent of the Required Lenders shall be obtained prior to the consummation of such sale and (y) the Borrower and PAAC shall cause the aggregate cash proceeds received by any PCIFP Company the Borrower or any of its such Restricted Subsidiaries, Subsidiary in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (vi) of the definition of Net Proceeds (the "Collateral Proceeds") to be deposited with the Collateral Agent in the IntercreditorIntercreditor Collateral Account as and when received by the Borrower or any of its Restricted Subsidiaries and shall otherwise comply with the Intercreditor Agreement provided, that no Senior Indebtedness other than the Obligations, the Senior Notes or Indebtedness described in clause (j) of Section 7.2.2 may be permanently repaid or prepaid out of, or on account of, any Collateral Proceeds; and (iii) the Net Proceeds received by the Borrower or such Restricted Subsidiary from such Asset Sale are applied in accordance with the following paragraphs.

Asset Dispositions, etc. Except in connection with a transaction permitted under SECTION 8.2.7, and investments in Restricted Subsidiaries or Unrestricted Subsidiaries permitted under SECTION 8.2.5 neither the Borrower nor any of its Restricted Subsidiaries may sell or dispose of any portion of its property 78 338 (excepting abandonment, sale of inventory or other dispositions in the ordinary course of business), or sell equity interests in any Restricted Subsidiary to any third party (all of the foregoing are herein called "ASSET DISPOSITIONS"), unless: (a) The Borrower immediately before and PAAC will notafter giving effect to such transaction, no Default or Event of Default shall exist or be continuing; (b) an amount equal to the net after-tax proceeds from such Asset Dispositions in excess of $7,500,000 per fiscal year and will not permit any $30,000,000 over the life of their Restricted Subsidiaries to, make any Asset Sale (other than, the Agreement have been spent within 90 days before the sale of such assets or are committed to be expended within 365 days after the sale of such assets for assets in the case United States in a line of a PCIFP Company or a Restricted Subsidiary of such PCIFP Companybusiness as described in SECTION 8.2.1 and which assets, to the extent the assets so sold constituted a portion of the General Collateral, shall be added to the Collateral, or for the making of (or offering to make) pro rata principal payments on the Parity Debt, the Private Placement Debt (including any premium that may be due thereon in connection with any such PCIFP Company or another Restricted Subsidiary of such PCIFP Company, and, in prepayment) and the case of PAAC or Obligations (to the extent prepayment is as a Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted Subsidiaries), to PAAC or another Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted Subsidiaries)) unless (i) the Borrower, PAAC or such Restricted Subsidiary receives consideration at the time result of such Asset Sale at least equal Disposition as required by the terms hereof) and a certificate has been received by the Agent attesting to the Fair Market Value receipt of fair value for the assets, as determined by the Board of Directors of the assets sold or otherwise disposed ofManaging General Partner, and at least 80to the proper application of the proceeds, and (c) 70% or more of the consideration received by the Borrower, PAAC or such Restricted Subsidiary from such Asset Sale is in the form of cash and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any other creditor of the Borrower, PAAC or of their respective Restricted Subsidiariesmarketable securities; provided, howeverPROVIDED HOWEVER, that the amount of (1) any cash equivalent liabilities (as shown on the Borrower's or note such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Borrower or any Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the Obligations) that are assumed by the transferee of any such assets and (2) any notes or other obligation obligations received by the Borrower, PAAC Borrower or any such Restricted Subsidiary from the such transferee in any such transaction that is are promptly converted within 90 days by the Borrower, PAAC or such Restricted Subsidiary into cash will (to the extent of the cash received), shall be deemed upon such conversion to be cash for the purposes of this provision; clause (c) and provided further that any sale of assets not in excess of $1,000,000 may be made for a cash consideration (subject to the same assumptions) not less than 25% of the consideration therefor. Dispositions of Collateral made in accordance with this section shall be made free and clear of the liens securing the Parity Debt. Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries may sell or dispose of (i) real property assets sold or disposed of within 12 months of the acquisition of such assets, and (ii) to the extent such Asset Sale involves Collateral, (x) the consent all other assets sold or disposed of within 6 months of the Required Lenders shall be obtained prior to the consummation acquisition of such sale and (y) the Borrower and PAAC shall cause the aggregate cash proceeds received by any PCIFP Company or any of its Restricted Subsidiariesassets, in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (vi) of the definition of Net Proceeds (the "Collateral Proceeds") to be deposited with the Collateral Agent in the Intercreditoreach case 79 339

Asset Dispositions, etc. (a) The Borrower shall, unless otherwise agreed by the Required Lenders from time to time in connection with any particular Asset Disposition or Income Tax Refund, pay (if feasible in each case, concurrently with the consummation of each such Asset Disposition or, if such Asset Disposition is a lease, concurrently with each actual or 6 constructive receipt of any Net Proceeds thereof and PAAC will notconcurrently with the actual or constructive receipt of each such Income Tax Refund, or, if not so feasible in each case, substantially concurrently therewith and will not permit in any event within one Business Day thereafter) to the Agent, for the benefit of their Restricted Subsidiaries tothe Lenders, make as a prepayment (and a corresponding reduction of the Commitments in accordance with SECTION 2.7(C)) of the Revolving Credit Loans (or, if the Revolving Credit Loans are then paid in full and all Commitments have terminated, as cash collateral for any Asset Sale (other than, in the case outstanding Letter of a PCIFP Company or a Restricted Subsidiary of such PCIFP Company, to such PCIFP Company or another Restricted Subsidiary of such PCIFP Company, and, in the case of PAAC or a Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted SubsidiariesCredit Liabilities), an aggregate amount equal to PAAC or another Restricted Subsidiary 100% of PAAC (other than a PCIFP Company and its Restricted Subsidiaries)) unless (i) the BorrowerNet Proceeds from all Asset Dispositions other than the Asset Dispositions permitted by CLAUSE (B), PAAC (C), (D) or such Restricted Subsidiary receives consideration (E) of SECTION 9.12A, and (ii) the Net Proceeds from all Income Tax Refunds; PROVIDED, HOWEVER, that if (but only if), at the time of and after giving effect to any such Asset Sale at least equal to Disposition or any such Income Tax Refund (as applicable), other than the Fair Market Value Income Tax Refunds in the aggregate amount of the assets sold or otherwise disposed of, and at least 80% of the consideration $24,593,268.48 received by the BorrowerBorrower during the last half of July 1997 which are required to be so paid to the Agent in full, PAAC neither a payment Default nor an Event of Default has occurred and is continuing, then (A) 40%, or such Restricted Subsidiary from such Asset Sale is in greater percentage as may be agreed to by the form of cash and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any other creditor Required Lenders, of the Borrower, PAAC or Net Proceeds of their respective Restricted Subsidiaries; provided, however, that Asset Dispositions of the amount of any cash equivalent or note or other obligation received by Property specified in SCHEDULE 2.7(A)(1) hereto as agreed to between the Borrower, PAAC or such Restricted Subsidiary from Borrower and the transferee in any such transaction that is converted within 90 days by the Borrower, PAAC or such Restricted Subsidiary into cash will be deemed upon such conversion to be cash for purposes of this provision; Agent (ii) to the extent such Asset Sale involves Collateral, (x) with the consent of the Required Lenders as evidenced by their execution of the Second Amendment) and 40%, or such greater percentage as may be agreed to by the Required Lenders, of the Net Proceeds of such Income Tax Refund, shall not be required to be so paid to the Agent (and shall not reduce the Commitments pursuant to SECTION 2.7(C)), (B) none of the Net Proceeds of that certain Lease Agreement dated as of July 3, 1997, between the Borrower as lessor and New Alternatives, Inc. as lessee (as amended or modified from time to time) relating to Orange County Community Hospital (and only such lease agreement) shall be obtained prior required to be so paid to the consummation Agent (and none of such sale Net Proceeds shall reduce the Commitments pursuant to SECTION 2.7(C)), and (yC) in the event of the exchange of the hospital identified in item 16 of SCHEDULE 9.12 for another hospital approved by the Required Lenders, such exchange shall not be deemed to constitute an Asset Disposition for purposes of this SECTION 2.7(A), except to the extent of any cash or other liquid assets received pursuant to such exchange, if (but only if) a perfected (upon appropriate recording or filing thereafter), first priority Lien (subject only to Permitted Liens, if any, which are permitted in accordance with this Agreement) on the Property received in such exchange shall have been granted to the Agent as security for the Obligations. In addition, the Borrower shall, unless otherwise agreed by the Required Lenders from time to time in connection with any particular Dispute Resolution, pay (if feasible in each case, concurrently with each actual or constructive receipt of any such Net Proceeds or, if not so feasible, substantially concurrently therewith and PAAC shall cause the aggregate cash proceeds received by in any PCIFP Company or any of its Restricted Subsidiaries, in respect of such Asset Sale which are allocated event within one Business Day thereafter) to the CollateralAgent, net for the benefit of the items set forth in clauses Lenders, as a prepayment (i) through (viand a corresponding reduction of the Commitments pursuant to SECTION 2.7(C)) of the definition Revolving Credit Loans (or, if the Revolving Credit Loans are then paid in full and all Commitments have terminated, as cash collateral for any outstanding Letter of Credit Liabilities), an aggregate amount equal to 100% of the Net Proceeds of each Dispute Resolution (after deducting therefrom, 7 without duplication, all reasonable out-of-pocket costs and expenses, including claims, paid or incurred by the "Collateral Proceeds"Borrower or its Subsidiaries relating to, and arising out of the facts or circumstances involved in, such Dispute Resolution)." In the event that this Amendment is not executed by all Lenders, SECTION 2.7(A) of the Credit Agreement is hereby amended and restated to be deposited with the Collateral Agent read in the Intercreditorits entirety as follows: