Common use of Impairment and Location of Security Interest Clause in Contracts

Impairment and Location of Security Interest. Subject to any Intercreditor Agreement, none of any New Parent, the Parent, the Issuers or any of their Restricted Subsidiaries will take or omit to take any action which would (a) adversely affect or impair in any material respect the Liens in favor of the Collateral Agent with respect to the Collateral, except as otherwise permitted or required by the Collateral Agreements or this Indenture, or (b) result in more than 25% of the net book value for GAAP purposes of consolidated property, plant and equipment (excluding any Excluded Collateral) of any New Parent or the Parent, whichever entity is then the ultimate parent company, being located outside the United States at any time; provided, however, that should the (i) involuntary destruction, (ii) sale or disposition or (iii) impairment writedown of any property, plant or equipment in the United States cause such percentage of property, plant and equipment (excluding any Excluded Collateral) outside the United States to exceed 25%, any New Parent, the Parent, the Issuers and their Restricted Subsidiaries shall have 60 days to take such action as may be necessary to restore such percentage to 25% or less. None of any New Parent, the Parent, the Issuers or any of their Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture and the Collateral Agreements (including the Intercreditor Agreement), and any New Parent, the Parent and the Issuers shall, and shall cause the Guarantors, to grant to the Collateral Agent for the ratable benefit of the Holders a first priority, perfected Lien on the proceeds received from any sale of Collateral, including on any assets acquired with the cash proceeds received from any sale of Collateral. Any New Parent, the Parent and the Issuers shall, and they shall cause each Guarantor to, at their sole cost and expense, execute and deliver all such agreements and instruments and take all further action as the Collateral Agent or the Trustee shall reasonably request or as shall reasonably be necessary to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. Any New Parent, the Parent and the Issuers shall, and they shall cause each Guarantor to, at their sole cost and expense, file any such notice or other filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements.