Common use of Permitted Asset Sales Clause in Contracts

Permitted Asset Sales. On the Effective Date and continuing until the Termination Date, so long as (a) there exists no Default or Event of Default both before and after giving effect to such sale (except the Anticipated Defaults), (b) the gross proceeds of each such sale of assets are in cash only, the Net Proceeds are distributed in accordance with the terms of Section 4 hereof and the Borrower is in full compliance with the terms of Section 4 hereof and this Agreement, and (c) all gross proceeds and other monies from the buyer of any such assets and Properties are wired directly to the Administrative Agent (and not to the Borrower, the Parent, any of their Subsidiaries or any other Person) pursuant to instructions from the Borrower and its Subsidiaries whereupon the Administrative Agent shall distribute such funds as set forth in Section 4 hereof, (i) the Borrower may consummate the sale of its Collocation Facilities in St. Louis, Missouri, described on Schedule II hereof, provided that, (x) gross cash proceeds related to such asset sale are not less than $21,000,000 and (y) such asset sale is consummated in strict accordance with the terms of that certain Purchase and Sale Agreement executed by the Borrower and the buyer, dated as of October 4, 2001, as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of November 7, 2001, as in effect on November 8, 2001 and (ii) the Borrower may consummate the sale of its Collocation Facilities owned by the Borrower in Beaumont, Texas, as described on Schedule III hereto, provided that, (x) gross proceeds related to such asset sale are not less than $300,000, and (y) such asset sale is consummated in strict accordance with the terms of that certain Purchase and Sale Agreement, executed by the Borrower and the buyer, dated as of September 17, 2001. In connection with any asset sale permitted by this Section 5 or otherwise consented to by the Lenders in accordance with the terms of the Credit Agreement, the Administrative Agent is hereby authorized by each Lender to (i) execute any and all releases deemed appropriate by it to release such assets of the Borrower, the Parent and their Subsidiaries constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (ii) return to the Borrower any such Collateral in the possession of the Administrative Agent, and (iii) take such other action as the Administrative Agent deems necessary or appropriate in connection with such transaction and in furtherance of the effectuation thereof.

Permitted Asset Sales. On At any time after the Effective Date and continuing until aggregate --------------------- Unreinvested Net Proceeds from all assets sales during the Termination Dateterm of this Agreement exceeds $5,000,000, so long as (a) there exists no Default on the Business Day following the date of receipt by either Borrower or Event any Restricted Subsidiary of Default both before and after giving effect to such sale (except the Anticipated Defaults), (b) the gross proceeds of each such sale of assets are in cash only, the Net Proceeds are distributed in accordance with the terms of Section 4 hereof and the Borrower is in full compliance with the terms of Section 4 hereof and this Agreement, and (c) all gross proceeds and other monies from the buyer of any such assets and Properties are wired directly to asset sale, the Loans shall be repaid in an amount equal to, in the aggregate, any Facility A Net Proceeds; provided, however, that either -------- ------- Borrower may notify the Administrative Agent in writing that it intends to use any or all of such Facility A Net Proceeds to acquire fixed or capital assets permitted by Section 7.6 hereof or for the construction of new towers within twelve (and not 12) months of the date of receipt of such Facility A Net Proceeds, in which case, the reduction in the Loans which is otherwise required under this Section 2.7(b)(iii) up to the Borroweramount of the Facility A Net Proceeds intended to be used need not be made, but if all or part of such Facility A Net Proceeds are not used or irrevocably committed to be used within such twelve (12) month period, the Parent, any Loans shall be permanently reduced by an amount equal to the portion of their Subsidiaries such Facility A Net Proceeds not so used or any other Person) pursuant committed to instructions from be used on the Borrower and its Subsidiaries whereupon the Administrative Agent shall distribute such funds as set forth in Section 4 hereof, earlier of (i) the Borrower may consummate first day following the sale end of its Collocation Facilities in St. Louis, Missouri, described on Schedule II hereof, provided that, such twelve (x12) gross cash proceeds related to such asset sale are not less than $21,000,000 month period and (y) such asset sale is consummated in strict accordance with the terms of that certain Purchase and Sale Agreement executed by the Borrower and the buyer, dated as of October 4, 2001, as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of November 7, 2001, as in effect on November 8, 2001 and (ii) the Borrower may consummate date on which the sale of its Collocation Facilities owned by the Borrower in Beaumont, Texas, as described on Schedule III hereto, provided that, (x) gross proceeds related to Borrowers have reasonably determined that such asset sale are not less than $300,000, and (y) such asset sale is consummated in strict accordance with the terms of that certain Purchase and Sale Agreement, executed by the Borrower and the buyer, dated as of September 17, 2001. In connection with any asset sale permitted by this Section 5 or otherwise consented to by the Lenders in accordance with the terms of the Credit Agreement, the Administrative Agent is hereby authorized by each Lender to (i) execute any and all releases deemed appropriate by it to release such assets of the Borrower, the Parent and their Subsidiaries constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (iiFacility A Net Proceeds shall not be so used or committed to be used. The amount of the Facility A Net Proceeds required to be repaid under this Section 2.7(b)(iii) return shall be applied to the Borrower any such Collateral in Loans on a pro rata basis between the possession Term Loans and the Revolving Loans then outstanding. Accrued interest on the principal amount of the Administrative Agent, and (iiiLoans being prepaid pursuant to this Section 2.7(b)(iii) take to the date of such other action as prepayment will be paid by the Administrative Agent deems necessary or appropriate in connection Borrowers concurrently with such transaction and in furtherance of the effectuation thereofprincipal prepayment.

Permitted Asset Sales. On the Effective Date and continuing until the Termination DateDate (as defined in the Forbearance Agreement, as such definition may be amended), so long as (a) there exists no Default or Event of Default both before and after giving effect to such sale (except the Anticipated DefaultsDefaults and Events of Default set forth on Schedule I of the Forbearance Agreement), (b) the gross proceeds of each such sale of assets or Properties are in cash only, the Net Proceeds are distributed in accordance with the terms of Section 4 3 hereof and the Borrower is in full compliance with the terms of Section 4 3 hereof and this Agreement, and (c) the sale price of such assets or Properties are no less than the fair market value of such assets or Properties at the time of such sale as demonstrated by a third parry appraisal of such assets or Properties, if available (this provision not requiring a new third party appraisal if such appraisal has not already been obtained), or as certified by an Authorized Officer of the Borrower if a third party appraisal is not available and (d) 100% of all gross proceeds Net Proceeds and other monies from the buyer of any such assets and Properties are wired directly to the Administrative Agent (and not to the Borrower, the Parent, any of their Subsidiaries or any other Person) pursuant to instructions from the Borrower and its Subsidiaries whereupon the Administrative Agent shall distribute such funds as set forth in Section 4 3 hereof, (i) the , Borrower may consummate the sale of its Collocation Facilities in St. Louis, Missouri, the assets and Properties described on Schedule I and Schedule II hereof, provided that, (x) gross cash proceeds related to such asset sale are not less than $21,000,000 and (y) such asset sale is consummated in strict accordance with hereto on the terms of that certain Purchase and Sale Agreement executed by the Borrower and the buyer, dated as of October 4, 2001, as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of November 7, 2001, as in effect on November 8, 2001 and (ii) the Borrower may consummate the sale of its Collocation Facilities owned by the Borrower in Beaumont, Texas, as conditions described on Schedule III hereto, provided that, (x) gross proceeds related to such asset sale are not less than $300,000, and (y) such asset sale is consummated in strict accordance with the terms of that certain Purchase and Sale Agreement, executed by the Borrower and the buyer, dated as of September 17, 2001Schedules. In connection with any asset sale permitted by this Section 5 or otherwise consented to by the Lenders in accordance with the terms of the Credit Agreement2, the Administrative Agent is hereby authorized by each Lender to (i) execute any and all releases deemed appropriate by it to release such assets of the Borrower, the Parent and their Subsidiaries constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (ii) return to the Borrower any such Collateral in the possession of the Administrative Agent, and (iii) take such other action as the Administrative Agent deems necessary or appropriate in connection with such transaction and in furtherance of the effectuation thereof.

Permitted Asset Sales. On At any time after the Effective Date and continuing until aggregate --------------------- Unreinvested Net Proceeds from all assets sales during the Termination Dateterm of this Agreement exceeds $5,000,000, so long as (a) there exists no Default on the Business Day following the date of receipt by either Borrower or Event any Restricted Subsidiary of Default both before and after giving effect to such sale (except the Anticipated Defaults), (b) the gross proceeds of each such sale of assets are in cash only, the Net Proceeds are distributed in accordance with the terms of Section 4 hereof and the Borrower is in full compliance with the terms of Section 4 hereof and this Agreement, and (c) all gross proceeds and other monies from the buyer of any such assets and Properties are wired directly to asset sale, the Facility B Loans shall be repaid in an amount equal to, in the aggregate, any Facility B Net Proceeds; provided, however, that -------- ------- either Borrower may notify the Administrative Agent in writing that it intends to use any or all of such Facility B Net Proceeds to acquire fixed or capital assets permitted by Section 7.6 hereof or for the construction of new towers within twelve (and not 12) months of the date of receipt of such Facility B Net Proceeds, in which case, the reduction in the Facility B Loans which is otherwise required under this Section 2.7(b)(iii) up to the Borroweramount of the Facility B Net Proceeds intended to be used need not be made, but if all or part of such Facility B Net Proceeds are not used or irrevocably committed to be used within such twelve (12) month period, the Parent, any Facility B Loans shall be permanently reduced by an amount equal to the portion of their Subsidiaries such Facility B Net Proceeds not so used or any other Person) pursuant committed to instructions from be used on the Borrower and its Subsidiaries whereupon the Administrative Agent shall distribute such funds as set forth in Section 4 hereof, earlier of (i) the Borrower may consummate first day following the sale end of its Collocation Facilities in St. Louissuch twelve (12) month period, Missouri, described the Facility B Loans shall be permanently reduced by an amount equal to the portion of such Facility B Net Proceeds not so used or committed to be used on Schedule II hereof, provided that, the earlier of (xi) gross cash proceeds related to the first day following the end of such asset sale are not less than $21,000,000 twelve (12) month period and (y) such asset sale is consummated in strict accordance with the terms of that certain Purchase and Sale Agreement executed by the Borrower and the buyer, dated as of October 4, 2001, as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of November 7, 2001, as in effect on November 8, 2001 and (ii) the Borrower may consummate date on which the sale of its Collocation Facilities owned by the Borrower in Beaumont, Texas, as described on Schedule III hereto, provided that, (x) gross proceeds related to Borrowers have reasonably determined that such asset sale are not less than $300,000, and (y) such asset sale is consummated in strict accordance with the terms of that certain Purchase and Sale Agreement, executed by the Borrower and the buyer, dated as of September 17, 2001. In connection with any asset sale permitted by this Section 5 or otherwise consented to by the Lenders in accordance with the terms of the Credit Agreement, the Administrative Agent is hereby authorized by each Lender to (i) execute any and all releases deemed appropriate by it to release such assets of the Borrower, the Parent and their Subsidiaries constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (iiFacility B Net Proceeds shall not be so used or committed to be used. Accrued interest on the principal amount of the Facility B Loans being prepaid pursuant to this Section 2.7(b)(iii) return to the Borrower any date of such Collateral in prepayment will be paid by the possession of the Administrative Agent, and (iii) take such other action as the Administrative Agent deems necessary or appropriate in connection Borrowers concurrently with such transaction and in furtherance of the effectuation thereofprincipal prepayment.