Common use of Repayments from Certain Asset Dispositions Clause in Contracts

Repayments from Certain Asset Dispositions. Immediately upon receipt thereof, Borrower shall be obligated to repay the Loans in an amount equal to all Net Proceeds received by any Loan Party or any Subsidiary of any Loan Party that are from Asset Dispositions, other than insurance proceeds, Sprint Nextel Proceeds, or from Asset Dispositions permitted pursuant to Subsections 3.7(A) through (C), (E), (F) or (G); provided, however, that if no Event of Default has occurred and is continuing, Borrower shall not be required to repay the Loans with such Net Proceeds if such Loan Party or such Subsidiary reinvests such Net Proceeds in assets used or useful in the business of any Loan Party or such Subsidiary within 180 days of receipt by any Loan Party or any Subsidiary of such Net Proceeds; provided, however, that (i) any new assets purchased with such Net Proceeds must be subject to the Lien of Administrative Agent under the Security Documents, subject only to Permitted Encumbrances, and (ii) until so reinvested, such Net Proceeds shall be deposited and held in a deposit account of which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect in the State of Colorado). If upon the expiration of such 180-day period any of such Net Proceeds have not been so applied, Borrower immediately shall repay the Loans in an amount equal to such remaining Net Proceeds. All such prepayments shall be paid and applied in accordance with Subsection 1.8 and shall be accompanied by accrued interest on the amount prepaid and any applicable Breakage Fees and any other fees required pursuant to Subsection 1.4. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company

Repayments from Certain Asset Dispositions. Immediately upon receipt thereof, Borrower shall be obligated to repay the Loans (or reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16) in an amount equal to all Net Proceeds received by any Loan Party Borrower or any Subsidiary of any Loan Party Borrower that are from Asset Dispositions, other than insurance proceeds, Sprint Nextel Proceeds, proceeds or from Asset Dispositions permitted pursuant to Subsections 3.7(A) through (C), (E), (FG), (H) or (GI); provided, however, that if (i) no Event of Default has occurred and is continuingcontinuing and (ii) the aggregate of all such Net Proceeds during the 12-month period ending on the date of such proposed reinvestment does not exceed 5% of Borrower’s then amount of consolidated assets, Borrower shall not be required to repay the Loans with the Net Proceeds if Borrower or such Subsidiary applies such Net Proceeds if such Loan Party or such Subsidiary reinvests such Net Proceeds in to acquire assets that are used or useful in the business of any Loan Party Borrower or such Subsidiary within 180 days of receipt by any Loan Party Borrower or any such Subsidiary of such Net Proceeds; provided, however, that Proceeds (i) any new assets purchased with such Net Proceeds must be subject to the Lien of Administrative Agent under the Security Documents, subject only to Permitted Encumbrances, and (ii) until so reinvested, such Net Proceeds shall be deposited and held in a deposit account of which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect in the State of Colorado). If if upon the expiration of such 180-day period any of such Net Proceeds have not been so applied, Borrower immediately shall repay the Loans (or reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16) in an amount equal to such remaining Net Proceeds). All such prepayments repayments shall be paid and applied in accordance with Subsection 1.8 and 1.8. All prepayments shall be accompanied by accrued interest on the amount prepaid and any applicable Breakage Fees and any other fees required pursuant to Subsection 1.4. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company.

Repayments from Certain Asset Dispositions. Immediately upon receipt thereof, Borrower shall be obligated to repay the Loans in an amount equal to all Net Proceeds received by any Loan Party or any Subsidiary of any Loan Party (other than any Excluded Subsidiary) that are from Asset Dispositions, other than insurance proceeds, Sprint Nextel Proceeds, or from Asset Dispositions permitted pursuant to Subsections 3.7(A) through (C), (E), (F) or (G); provided, however, that if no Event of Default has occurred and is continuing, Borrower shall not be required to repay the Loans with such Net Proceeds if such Loan Party or such Subsidiary reinvests such Net Proceeds in assets used or useful in the business of any Loan Party or such Subsidiary within 180 days of receipt by any Loan Party or any Subsidiary of such Net Proceeds; provided, however, that (i) any new assets purchased with such Net Proceeds must be subject to the Lien of Administrative Agent under the Security Documents, subject only to Permitted Encumbrances, and (ii) until so reinvested, such Net Proceeds shall be deposited and held in a deposit account of which Administrative Agent has “"control” " (as defined in Article 9 of the Uniform Commercial Code in effect in the State of Colorado). If upon the expiration of such 180-day period any of such Net Proceeds have not been so applied, Borrower immediately shall repay the Loans in an amount equal to such remaining Net Proceeds. All such prepayments shall be paid and applied in accordance with Subsection 1.8 and shall be accompanied by accrued interest on the amount prepaid and any applicable Breakage Fees and any other fees required pursuant to Subsection 1.4. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company

Repayments from Certain Asset Dispositions. Immediately upon receipt thereof, Borrower shall be obligated to repay the Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16) in an amount equal to all Net Proceeds received by any Loan Party Borrower or any Subsidiary of any Loan Party Borrower that are from Asset Dispositions, other than insurance proceeds, Sprint Nextel Proceeds, proceeds or from Asset Dispositions permitted pursuant to Subsections 3.7(A) through (C), (E), (FG), (H) or (GI); provided, however, that if (i) no Event of Default has occurred and is continuingcontinuing and (ii) the aggregate of all such Net Proceeds during the 12-month period ending on the date of such proposed reinvestment does not exceed 5% of Borrower’s then amount of consolidated assets, Borrower shall not be required to repay the Loans with the Net Proceeds if Borrower or such Subsidiary applies such Net Proceeds if such Loan Party or such Subsidiary reinvests such Net Proceeds in to acquire assets that are used or useful in the business of any Loan Party Borrower or such Subsidiary within 180 days of receipt by any Loan Party Borrower or any such Subsidiary of such Net Proceeds; provided, however, that Proceeds (i) any new assets purchased with such Net Proceeds must be subject to the Lien of Administrative Agent under the Security Documents, subject only to Permitted Encumbrances, and (ii) until so reinvested, such Net Proceeds shall be deposited and held in a deposit account of which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect in the State of Colorado). If if upon the expiration of such 180-day period any of such Net Proceeds have not been so applied, Borrower immediately shall repay the Loans (or reduce the Letter of Credit Liability pursuant to Subsection 1.16) in an amount equal to such remaining Net Proceeds). All such prepayments repayments shall be paid and applied in accordance with Subsection 1.8 and 1.8. All prepayments shall be accompanied by accrued interest on the amount prepaid and any applicable Breakage Fees and any other fees required pursuant to Subsection 1.4. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company.

Repayments from Certain Asset Dispositions. Immediately upon receipt thereofby Borrower or any of its Subsidiaries of Net Proceeds (other than insurance proceeds) from any Asset Disposition, Borrower shall be obligated to repay the Loans in an amount equal to all such Net Proceeds received by any Loan Party or any Subsidiary of any Loan Party that are from Asset Dispositions, other than insurance proceeds, Sprint Nextel Proceeds, or from Asset Dispositions permitted pursuant to Subsections 3.7(A) through (C), (E), (F) or (G); provided, however, that Borrower shall not be required to repay the Loans with the Net Proceeds of Asset Dispositions if all of the following conditions are satisfied: (i) the aggregate market value of such assets sold in any one transaction or series of related transactions does not exceed $100,000; (ii) the aggregate market value of such assets sold during any calendar year does not exceed $250,000; (iii) the consideration received is at least equal to the fair value of such assets; (iv) the sole consideration received is cash or marketable securities; and (v) no Default or Event of Default then exists or shall result from the Asset Disposition. All such repayments shall be applied in accordance with Subsection 1.6(f). (i) Subsection 1.6(d)(i) notwithstanding, Borrower shall not be required to apply an amount of such Net Proceeds to repay the Loans (and such Net Proceeds shall be released to Borrower or Subsidiary in such amount) equal to an amount up to One Hundred Thousand Dollars ($100,000) in any calendar year if the following requirements are satisfied: (i) such proceeds are pledged to Lender, (ii) no Event of Default has occurred and is continuing, and (iii) Borrower shall not be required to repay the Loans with such Net Proceeds if such Loan Party or such Subsidiary reinvests has taken steps in good faith and customary in its industry to replace the Collateral sold and in any event such Net Proceeds in assets used or useful in the business of any Loan Party or such Subsidiary replacement has occurred within 180 two hundred and seventy (270) days of receipt by any Loan Party Borrower or any such Subsidiary of such Net Proceeds; provided, however, that (i) any new assets purchased with such Net Proceeds must be subject to the Lien of Administrative Agent under the Security Documents, subject only to Permitted Encumbrances, and proceeds. (ii) until so reinvested, All such Net Proceeds repayments shall be deposited and held in a deposit account of which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect in the State of Colorado). If upon the expiration of such 180-day period any of such Net Proceeds have not been so applied, Borrower immediately shall repay the Loans in an amount equal to such remaining Net Proceeds. All such prepayments shall be paid and applied in accordance with Subsection 1.8 and shall be accompanied by accrued interest on the amount prepaid and any applicable Breakage Fees and any other fees required pursuant to Subsection 1.4. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company1.6(f).

Repayments from Certain Asset Dispositions. Immediately upon receipt thereof, Borrower shall be obligated to repay the Loans (or reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16) in an amount equal to all Net Proceeds received by any Loan Party Borrower or any Subsidiary of any Loan Party Borrower that are from Asset Dispositions, Dispositions other than (i) Net Proceeds which are insurance proceeds, Sprint Nextel Proceeds, or (ii) Net Proceeds from Asset Dispositions permitted pursuant to Subsections 3.7(A) through (C), (E), (F) ), (G), (H), (I), or (GK); provided, however, that (1) with respect to Asset Dispositions (other than the Tower Disposition), if (x) no Event of Default has occurred and is continuingcontinuing at the time of such Asset Disposition and (y) the aggregate of all such Net Proceeds during the 12-month period ending on the date of such proposed reinvestment does not exceed 5% of Borrower’s then amount of consolidated assets, Borrower shall not be required to repay the Loans with the Net Proceeds if Borrower or one of its Subsidiaries applies such Net Proceeds if such Loan Party or such Subsidiary reinvests such Net Proceeds in to acquire assets that are used or useful in the business of any Loan Party Borrower or such Subsidiary (subject to the terms and conditions of this Agreement) within 180 days of receipt by any Loan Party Borrower or any such Subsidiary of such Net Proceeds; provided, howeverand (2) with respect to the Tower Disposition, that (i) any new assets purchased with if no Event of Default has occurred and is continuing at the time of the Tower Disposition and if such Net Proceeds must be subject to the Lien of Administrative Agent under the Security Documents, subject only to Permitted Encumbrances, and (ii) until so reinvested, such Net Proceeds shall be are deposited and held in a Controlled Account or other deposit account of over which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect of the Applicable Law), Borrower shall not be required to prepay the Loans with the Net Proceeds of the Tower Disposition (unless such Net Proceeds exceed $100,000,000 in the State aggregate) if Borrower or one of Colorado)its Subsidiaries applies such Net Proceeds to acquire assets that are used or useful in the business of Borrower or such Subsidiary (subject to the terms and conditions of this Agreement) within eighteen (18) months of receipt by Borrower or such Subsidiary of such Net Proceeds. If upon the expiration of such 180-day or 18 month period (as applicable) any of such Net Proceeds have not been so applied, Borrower immediately shall repay the Loans (or reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16) in an amount equal to such remaining Net Proceeds. All such prepayments repayments shall be paid and applied in accordance with Subsection 1.8 and 1.8. All prepayments shall be accompanied by accrued interest on the amount prepaid and any applicable Breakage Fees and any other fees required pursuant to Subsection 1.4. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company.