Common use of Replacement Assets Clause in Contracts

Replacement Assets. In the event and to the extent that the Company and/or the Restricted Subsidiaries receive Net Cash Proceeds from one or more Asset Sales occurring on or after the Issue Date, then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 12 months after the date Net Cash Proceeds are so received (A) apply an amount equal to such excess Net Cash Proceeds to repay Indebtedness (other than Pari Passu Debt and Subordinated Indebtedness of the Company or Subordinated Indebtedness of any Subsidiary Guarantor which is subordinated in right of payment to a Subsidiary Guaranty of such Subsidiary Guarantor) of the Company or a Restricted Subsidiary and elect to permanently reduce the commitments thereunder by the amount of such Indebtedness so repaid and/or (B) apply an amount equal to no more than the Pari Passu Pro Rata Share of such Net Cash Proceeds to repay, and permanently reduce any commitments relating to, Pari Passu Debt and/or (C) invest the amount not so applied pursuant to clauses (A) or (B) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in Replacement Assets, in other assets and property that the Company determines will be used or useful as part of a Telecommunications Business of the Company or any Restricted Subsidiary, and (ii) apply (no later than the end of the 12- month period referred to in clause (i)) such Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds"; provided that, in the case of an Asset Sale by a Restricted Subsidiary of the Company that is not a Wholly Owned Subsidiary, only the Company's and its Restricted Subsidiaries' pro rata portion of such Net Cash Proceeds shall constitute Net Cash Proceeds subject to the provisions of this Section 4.10. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least (Euro)16.5 million (or, to the extent non-euro denominated, the Euro Equivalent thereof), the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the Notes on the relevant Payment Date, plus, in each case, accrued interest (if any) to the Payment Date.

Replacement Assets. In the event and With respect to the extent that any series of Securities, if the Company and/or the and its Restricted Subsidiaries receive Net Available Cash Proceeds from one or more Asset Sales occurring on or after the Issue DateDate of the Securities of such series in any period of 12 consecutive months which exceeds $5 million, then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 12 twelve months after the date Company receives such excess Net Available Cash Proceeds are so received it will, and will cause such Restricted Subsidiaries to, apply such excess Net Available Cash to one or more of the following: (A) apply an amount equal to such excess Net Cash Proceeds to repay Indebtedness (other than Pari Passu Debt and Subordinated prepay, repay, purchase, defease or otherwise acquire or retire for value Senior Indebtedness of the Company or Subordinated the Subsidiary Guarantors or Indebtedness of any Subsidiary Guarantor which is subordinated of its other Restricted Subsidiaries, in right of payment each case owing to a Subsidiary Guaranty of such Subsidiary Guarantor) of Person other than the Company or one of its Affiliates; provided that, except in the case of a Restricted Subsidiary and elect to permanently reduce revolving credit facility, the commitments thereunder by the amount of such Indebtedness so prepaid, repaid and/or or purchased shall be permanently reduced; (B) apply an amount equal to no more than the Pari Passu Pro Rata Share of such Net Cash Proceeds to repaypurchase, and permanently reduce any commitments relating to, Pari Passu Debt and/or (C) invest the amount not so applied pursuant to clauses (A) or (B) (or enter into a definitive agreement committing to so invest purchase within 12 months after the date of such agreement), in Replacement Assets; or (C) make an Offer to Purchase the Securities of such series as provided below. Pending the final application of any Net Available Cash, in other assets and property that the Company determines will be used and its Restricted Subsidiaries may temporarily reduce Indebtedness or useful otherwise invest that Net Available Cash in Temporary Cash Investments. Any Net Available Cash that is not applied as part of a Telecommunications Business described in Clause (A) or (B) of the Company or any Restricted Subsidiary, and (ii) apply (no later than preceding paragraph by the end of the 12- month time period referred to specified in clause (i)) such Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall will constitute "Excess Proceeds"; provided that, in " with respect to the case of an Asset Sale by a Restricted Subsidiary of the Company that is not a Wholly Owned Subsidiary, only the Company's and its Restricted Subsidiaries' pro rata portion Securities of such Net Cash Proceeds shall constitute Net Cash Proceeds subject to the provisions of this Section 4.10series. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds in respect of which the Company has not theretofore subject to an made a previous Offer to Purchase with respect to the Securities of such series pursuant to this Section 4.10 1015 totals at least (Euro)16.5 million (or, to the extent non-euro denominated, the Euro Equivalent thereof)$10.0 million, the Company must commence, not later than the fifteenth tenth Business Day of such month, and consummate an Offer to Purchase from the Holders of Securities of such series (and if required by the terms of any Indebtedness that ranks equally in right of payment with the Securities of such series, from the holders of such pari passu Indebtedness) on a pro rata basis an aggregate principal amount (or, if applicable, accreted value) of Notes Securities of such series (and, if applicable, such pari passu Indebtedness) equal to the Excess Proceeds with respect to the Securities of such series on such date, at a purchase price equal to 100% of the their principal amount of the Notes on the relevant Payment Date(or, if applicable, accreted value), plus, in each case, accrued and unpaid interest (if any) to the Payment Datepurchase date (subject to the right of Holders of record on the relevant record date to receive interest due on or prior to the purchase date). If the aggregate purchase price of the Securities of such series (and, if applicable, such pari passu Indebtedness) is less than the amount of such Excess Proceeds, the Company and its Restricted Subsidiaries may retain the remaining Excess Proceeds and use them for any corporate purpose not otherwise prohibited by this Indenture. Upon completion of any such Offer to Purchase, the amount of Excess Proceeds with respect to the Securities of such series shall be reset at zero. The Company will comply with the requirement of Rule 14e-1 under the Securities Exchange Act of 1934 and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Securities of any series pursuant to any Offer to Purchase therefor (including after a Change of Control, as described below). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to any Offer to Purchase (including one required after a Change of Control), the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.