Common use of Sales of Capacity Clause in Contracts

Sales of Capacity. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease or otherwise dispose of Capacity or capacity on other telecommunication systems acquired in accordance with the terms hereof except pursuant to agreements entered into by the Company on commercially reasonable terms including, without limitation, the provisions set forth in EXHIBIT C (as such provisions may be amended, supplemented, restated or otherwise modified from time to time to the extent permitted under Section 6.10 hereof); PROVIDED that, in any event, (a) the relevant agreement shall provide that all cash consideration payable thereunder shall be paid in Dollars to (x) the Pre-Sales Proceeds Account (in the case of payments made prior to the Conversion Date) and (y) except as provided in Section 8.2(c), to the Revenue Account (in the case of payments made on and after the Conversion Date), (b) if the relevant agreement shall provide for future payments it shall not prohibit the granting of a security interest in such agreement by the Company to the Administrative Agent for the benefit of the Secured Parties, (c) if requested by the Administrative Agent, the Company shall deliver a copy of any such relevant agreement, (d) the relevant agreement may provide for a cash rebate or return of cash previously paid to the Company by such purchaser (i) on or after March 31, 2002, to the extent that such cash has not previously been used to make payments in connection with the Project, (ii) to the extent that such rebate or return is due and payable no earlier than March 31, 2003 or (iii) after the Conversion Date, if such agreement (other than any Capacity Sales Agreement with Sponsors or any other direct holding company or any Affiliates thereof) does provide for any such rebate or return, a portion of the Capacity Payments or other payments received in respect of such agreement in an amount equal to such contingent rebate or return, shall be deposited into the VAT Account and (e) the relevant agreement may provide for the purchase by the Company of interim capacity on another system, provided, however, that any acquisition of such interim capacity shall be funded directly with proceeds received under related Capacity Sales Agreements; PROVIDED, FURTHER, the Company shall not (i) enter into any transaction to dispose of Capacity for non-cash consideration if, after giving effect to such transaction, the Capacity disposed of for non-cash consideration during the 12-month period ending on (and including) the date of such transaction would exceed 10% of the Capacity disposed of during the same period or (ii) enter into any agreement to dispose of any Capacity for non-cash consideration at any time a Default or Designated Event shall have occurred and be continuing (in each case, except for transfers of Capacity for non-cash consideration in connection with customary mutual restoration agreements); ***.

Sales of Capacity. The Company Borrower shall not, and shall not ----------------- permit any of its the Subsidiaries to, sell, lease sell or otherwise dispose of Capacity or capacity on other telecommunication systems acquired in accordance with the terms hereof except (a) pursuant to Capacity Sale Agreements substantially in the form of Exhibit L or --------- (b) pursuant to other agreements entered into by the Company or arrangements which are on commercially reasonable terms including, (which shall include the disposition of Capacity without limitation, the provisions set forth cash compensation in EXHIBIT C (as such provisions may be amended, supplemented, restated or otherwise modified from time to time to the extent permitted under Section 6.10 hereofexchange for mutual restoration agreements); PROVIDED provided that, in -------- any event, (ai) the relevant agreement all such agreements and arrangements shall provide that all cash consideration amounts payable thereunder to the Borrower shall be paid in Dollars to (x) the Pre-Sales Proceeds Account (in the case of payments made prior to the Conversion Date) and (y) except as provided in Section 8.2(c), to the Revenue Account (in the case of payments made on and after the Conversion Date)Account, (bii) if the relevant no agreement shall provide providing for future payments it shall not prohibit the granting of a security interest in such agreement by the Company Borrower to the Administrative Agent for the benefit Lenders and (iii) without derogation of the Secured Partiesprovisions of Section 6.24, (c) if requested by the Administrative Agent, the Company such agreements shall deliver a copy provide that payments ------------ thereunder shall be in cash and at least 80% of any such relevant agreement, (d) the relevant agreement may provide for a cash rebate or return of cash previously paid to the Company by such purchaser (i) on or after March 31, 2002, to the extent that such cash has not previously been used to make payments in connection with the Project, (ii) to the extent that such rebate or return is shall be due and payable before the Maturity Date; and provided, further, that (A) no earlier individual -------- ------- sale shall defer more than March 31$4,000,000 beyond the Maturity Date without prior written consent of the Lead Agents and (B) once the aggregate amount of payments deferred beyond the Maturity Date exceeds $20,000,000, 2003 no further deferral of payments beyond the Maturity Date shall be permitted without the prior written consent of the Majority Lenders (or (iii) after the Conversion DateLead Agents if, if such agreement (other than as of any date of determination, the cumulative Capacity Sales Agreement with Sponsors or any other direct holding company or any Affiliates thereof) does provide for any such rebate or return, a portion of Revenue received by the Capacity Payments or other payments received in respect Borrower and the Subsidiaries as of such agreement in an amount equal to such contingent rebate or return, shall be deposited into the VAT Account and (e) the relevant agreement may provide for the purchase by the Company of interim capacity on another system, provided, however, that any acquisition of such interim capacity shall be funded directly with proceeds received under related Capacity Sales Agreements; PROVIDED, FURTHER, the Company shall not (i) enter into any transaction to dispose of Capacity for non-cash consideration if, after giving effect to such transaction, the Capacity disposed of for non-cash consideration during the 12-month period ending on (and including) the date of such transaction would exceed 10exceeds 175% of the cumulative Capacity disposed of during the same period or Sales Revenue set forth in Section 6.24(a) with respect to such date) (iiand --------------- subject, in any event, to clause (A) enter into any agreement to dispose of any Capacity for non-cash consideration at any time a Default or Designated Event shall have occurred and be continuing (in each case, except for transfers of Capacity for non-cash consideration in connection with customary mutual restoration agreementsabove); ***.. ----------

Sales of Capacity. The Company Borrower shall not, and shall not permit 101 any of its Subsidiaries to, sell, lease or otherwise dispose of Capacity or capacity on other telecommunication systems acquired in accordance with the terms hereof of this Agreement except pursuant to agreements entered into by the Company Borrower on commercially reasonable terms including, without limitation, the provisions set forth in EXHIBIT C (as such provisions may be amended, supplemented, restated or otherwise modified from time to time to the extent permitted under Section 6.10 hereof)terms; PROVIDED that, in any event, (ai) the relevant agreement shall provide that all cash consideration payable thereunder shall be paid in Dollars to (x) the Pre-Sales Proceeds Revenue Account (in the case of payments made prior to the Conversion Date) and (y) except as provided in Section 8.2(c8.2(j), to the Revenue Account (in the case of payments made on and after the Conversion Date), (bii) if the relevant agreement shall provide for future payments it shall not prohibit the granting of a security interest in such agreement by the Company Borrower to the Administrative Agent Collateral Trustee, for the benefit of the Secured Parties, (ciii) if requested by the Administrative Agent, the Company Borrower shall deliver a copy of any such the relevant agreement, agreement to the Administrative Agent and (div) the relevant agreement may shall not provide for a any cash rebate or otherwise provide for the return of any cash previously paid to the Company by such purchaser Borrower (i) on or after March 31, 2002, to the extent that such cash has not previously been used to make payments in connection with the Project, (ii) to the extent that such rebate or return is due and payable no earlier than March 31, 2003 or (iii) after the Conversion Dateor, if such agreement (other than any Capacity Sales Agreement with Sponsors or any other direct holding company or any Affiliates thereof) does provide for any such rebate or return, a portion of the Capacity Payments or other payments received in respect of such agreement in an amount equal to such contingent rebate or return, shall be deposited into the VAT Account and (e) the relevant agreement may provide for the purchase by the Company of interim capacity on another system, provided, however, that any acquisition of such interim capacity shall be funded directly with proceeds received under related Capacity Sales AgreementsRebate Account); PROVIDED, FURTHER, the Company Borrower shall not (iA) enter into any transaction to dispose of Capacity for non-cash consideration if, after giving effect to such transaction, the Capacity disposed of for non-cash consideration during the 12-month period ending on (and including) the date of such transaction (exclusive of up to $20,000,000 of Capacity disposed of for non-cash consideration in connection with the addition of Aqaba, Jordan as contemplated by Section 6.16(b)) would exceed 10% of the Capacity disposed of during the same period (exclusive of up to $20,000,000 of Capacity disposed of for non-cash consideration in connection with the addition of Aqaba, Jordan as contemplated by Section 6.16(b)) or (iiB) enter into any agreement to dispose of any Capacity for non-cash consideration at any time a Default or Designated Event shall have occurred and be continuing (in each case, except for transfers of Capacity for non-cash consideration in connection with customary mutual restoration agreements); ***.

Sales of Capacity. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease or otherwise dispose of Capacity or capacity on other telecommunication systems acquired in accordance with the terms hereof except pursuant to agreements entered into by the Company on commercially reasonable terms including, without limitation, the provisions set forth in EXHIBIT C (as such provisions may be amended, supplemented, restated or otherwise modified from time to time to the extent permitted under Section 6.10 hereof); PROVIDED that, in any eventevent (except for Level 3 Fiber Pair Agreement), (ai) the relevant agreement shall provide that all cash consideration payable thereunder (excluding any amounts payable in connection with any Customer Upgrade but including any Operating Payments or xxxx-ups paid therefore) shall be paid in Dollars or, subject to the FX Conditions, euros or yen, to (x) the Pre-Sales Proceeds Account (in the case of payments made prior to the Conversion Date) and (y) except as provided in Section 8.2(c), to the Revenue Account (in the case of payments made on and after the Conversion Date), (bii) if the relevant agreement shall provide for future payments (x) it shall not prohibit the granting of a security interest in such agreement by the Company to the Administrative Administra tive Agent for the benefit of the Secured PartiesParties and (y) it shall not be entered into with an Affiliate of the Company or any other Person acting as an agent for the sale or marketing of Capacity, (ciii) if requested by the Administrative Agent, the Company shall deliver a copy of any such relevant agreement, (div) the relevant agreement may provide for a cash rebate or return of cash previously paid to the Company by such purchaser (iy) on or after March 31April 30, 20022003, to the extent that such cash has not previously been used to make payments in connection with the Project, (ii) to the extent that such rebate or return is due and payable no earlier than March 31, 2003 or (iiiz) after the Conversion Date, if such agreement (other than any Capacity Sales Agreement with Sponsors or any other direct holding company or any Affiliates thereof) does provide for any such rebate or return, a portion of the Capacity Payments or other payments received in respect of such agreement in an amount equal to such contingent rebate or return, shall be deposited into the VAT Account and (ev) the relevant agreement may provide for the purchase by the Company of interim capacity on another systemsystem in accordance with Section 6.5 (vii); PROVIDED, provided, howeverHOWEVER, that any acquisition of such interim capacity shall be funded directly with proceeds received under related such Capacity Sales Agreements; PROVIDED, FURTHER, the Company shall not (i) enter into any transaction to dispose of Capacity for non-cash consideration if, after giving effect to such transaction, the Capacity disposed of for non-cash consideration during the 12-month period ending on (and including) the date of such transaction would exceed 10% of the Capacity disposed of during the same period or (ii) enter into any agreement to dispose of any Capacity for non-cash consideration at any time a Default or Designated Event shall have occurred and be continuing (except in each case, except for transfers of Capacity for non-cash consideration in connection accordance with customary mutual restoration agreementsSection 6.20(c); ***.. 109

Sales of Capacity. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease or otherwise dispose of Capacity or capacity on other telecommunication systems acquired in accordance with the terms hereof except pursuant to agreements entered into by the Company on commercially reasonable terms including, without limitation, the provisions set forth in EXHIBIT Exhibit C (as such provisions may be amended, supplemented, restated or otherwise modified from time to time to the extent permitted under Section 6.10 hereof); PROVIDED provided that, in any event, (a) the relevant agreement shall provide that all cash consideration payable 104 113 thereunder shall be paid in Dollars to (x) the Pre-Sales Proceeds Account (in the case of payments made prior to the Conversion Date) and (y) except as provided in Section 8.2(c), to the Revenue Account (in the case of payments made on and after the Conversion Date), (b) if the relevant agreement shall provide for future payments it shall not prohibit the granting of a security interest in such agreement by the Company to the Administrative Agent for the benefit of the Secured Parties, (c) if requested by the Administrative Agent, the Company shall deliver a copy of any such relevant agreement, (d) the relevant agreement may provide for a cash rebate or return of cash previously paid to the Company by such purchaser (i) on or after March 31, 2002, to the extent that such cash has not previously been used to make payments in connection with the Project, (ii) to the extent that such rebate or return is due and payable no earlier than March 31, 2003 or (iii) after the Conversion Date, if such agreement (other than any Capacity Sales Agreement with Sponsors or any other direct holding company or any Affiliates thereof) does provide for any such rebate or return, a portion of the Capacity Payments or other payments received in respect of such agreement in an amount equal to such contingent rebate or return, shall be deposited into the VAT Account and (e) the relevant agreement may provide for the purchase by the Company of interim capacity on another system, provided, however, that any acquisition of such interim capacity shall be funded directly with proceeds received under related Capacity Sales Agreements; PROVIDEDprovided, FURTHERfurther, the Company shall not (i) enter into any transaction to dispose of Capacity for non-cash consideration if, after giving effect to such transaction, the Capacity disposed of for non-cash consideration during the 12-month period ending on (and including) the date of such transaction would exceed 10% of the Capacity disposed of during the same period or (ii) enter into any agreement to dispose of any Capacity for non-cash consideration at any time a Default or Designated Event shall have occurred and be continuing (in each case, except for transfers of Capacity for non-cash consideration in connection with customary mutual restoration agreements); [*******].