Common use of Proceeds of Asset Sales Clause in Contracts

Proceeds of Asset Sales. On the Effective Date and continuing until the Termination Date, the Borrower shall use the Net Proceeds of sales of assets or Properties by the Borrower, the Parent or any of their Subsidiaries (which for purposes of this Agreement shall not exclude asset sales in the ordinary course of business, but provided that no such sales of assets or Properties by the Parent, the Borrower or any of their Subsidiaries shall be permitted except as set forth in Section 5 hereof) as follows: (i) first, to establish a $2,500,000 cash collateral account to secure the Obligations, including but not limited to any letter of credit reimbursement obligations, in accordance with the terms of a Restricted Cash Collateral Account Agreement executed by the parties in the form attached hereto as Exhibit A, and (ii) second, to establish a $200,000 retainer for the benefit of Special Counsel in connection with the continued legal expenses and legal fees and the consulting fees of Deloitte Consulting associated with the Loans. To the extent that the Borrower consummates the sale of certain of the St. Louis, Missouri Collocation Facilities or any other sales of assets and Properties by the Parent, the Borrower and their Subsidiaries, the Net Proceeds shall be applied as described above to the extent there has not already been an asset sale or there has been an asset sale that did not generate funds adequate to fund the referenced account and retainer. Any additional Net Proceeds from such sale of the St. Louis, Missouri Collocation Facilities and all other Net Proceeds from all other sales of assets and Properties by the Borrower, the Parent or any of their Subsidiaries will be applied in the following order: (x) to immediately prepay the scheduled amortization of the Obligations due on December 31, 2001, such prepayment to be in an aggregate amount equal to $7,321,864.00 (each Lender agrees that such prepayment application in the order of maturity is specifically permitted by the Lenders hereunder), (y) to reimburse the Borrower for all amounts paid by the Borrower between November 1, 2001 and November 15, 2001 for the reimbursement of the Administrative Agent for its fees and expenses of counsel and consultants in accordance with the terms of the Credit Agreement, and (z) to the extent of any remaining Net Proceeds, to prepay the Revolver Loan, the Term Loan A and the Term Loan B, ratably. Such prepayment amounts under subsection (z) above shall be applied to installments due in the inverse order of maturity with respect to Term Loan A and Term Loan B, and shall not affect the scheduled reductions of the Commitment required by Section 2.11(b) of the Credit Agreement. Notwithstanding the foregoing, if (A) the Borrower sells the Collocation Facilities located in Beaumont, Texas in accordance with the provisions of Section 5 below, (B) all preceding requirements of this Section 4 have been satisfied except subsection (z) above and (C) amounts in the cash collateral account described in (i) above are not less than $2,500,000, the Borrower may retain for its own use an amount equal to 20% of the Net Proceeds of the sale of the Collocation Facilities located in Beaumont, Texas, and the remaining 80% of such Net Proceeds must be applied in accordance with the terms of subsection (z) above. Any prepayment amounts applied to the Revolver Loan in accordance with this Section 4 shall permanently reduce the Commitment.

Proceeds of Asset Sales. On the Effective Date and continuing until the Termination Date, the Borrower shall use the Forbearance Net Proceeds of sales of assets or Properties by the Borrower, the Parent or any of their Subsidiaries (which for purposes of this Agreement shall not exclude asset sales in the ordinary course of business, but provided that no such sales of assets or Properties by the Parent, the Borrower or any of their Subsidiaries shall be permitted except as set forth in Section 5 hereof) as follows: (ia) firstFirst, to establish a $2,500,000 cash collateral account to secure if amounts in the Obligations, including but not limited to any letter of credit reimbursement obligations, in accordance with the terms of a Restricted Cash Collateral Account Agreement executed are less than $2,500,000, the Cash Collateral Account shall be replenished by the parties Forbearance Net Proceeds of any such asset sales until the amount in the form attached hereto Cash Collateral Account is not less than $2,500,000, (b) then, if there exists no Default or Event of Default other than as Exhibit Alisted on Schedule I hereto, (i) the Administrative Agent shall return to the Borrower for its own use an amount equal to the difference between 20% of the remaining Forbearance Net Proceeds of any such sales and (iiA) secondfees owing under this Agreement, if any, (which such fees to establish a $200,000 retainer be retained by the Administrative Agent for distribution to the benefit of Special Counsel in connection with the continued legal expenses Lenders) and legal (B) current fees and the consulting fees expenses owed to Special Counsel, local counsel and Deloitte Consulting, provided that, within 365 days of Deloitte Consulting associated with the Loans. To the extent that the receipt of such Forbearance Net Proceeds, Borrower consummates the sale of certain of the St. Louisshall use such Forbearance net proceeds, Missouri Collocation Facilities or any other sales of assets and Properties by the Parent, the Borrower and their Subsidiaries, the Net Proceeds shall be applied as described above to the extent there has not already been an asset sale or there has been an asset sale that did not generate funds adequate to fund the referenced account and retainer. Any additional Net Proceeds from such sale of the St. Louis, Missouri Collocation Facilities and all other Net Proceeds from all other sales of assets and Properties by the Borrower, the Parent or any of their Subsidiaries will be applied in the following order: either (x) to immediately prepay invest in assets related to the scheduled amortization same line of the Obligations due on December 31, 2001, such prepayment to be in an aggregate amount equal to $7,321,864.00 (each Lender agrees that such prepayment application in the order of maturity is specifically permitted by the Lenders hereunder), business as Parent or a business reasonably ancillary thereto or (y) permanently to reimburse repay the Borrower for all amounts paid by the Borrower between November 1, 2001 and November 15, 2001 for the reimbursement of the Administrative Agent for its fees and expenses of counsel and consultants in accordance with the terms of Obligations under the Credit Agreement, and (zii) the remaining 80% of such remaining Forbearance Net Proceeds shall be retained by the Administrative Agent and must be used to repay the extent of any remaining Net ProceedsObligations, to prepay applied among the Revolver Loan, the Term Loan A and the Term Loan B, ratably. Such prepayment amounts under subsection (z) above shall be ratably based on outstandings, applied to installments due in the inverse order of maturity with respect to Term Loan A and Term Loan B, and shall not affect affecting the scheduled reductions of the Commitment required by Section 2.11(b) of the Credit Agreement. Notwithstanding the foregoing, if (A) the Borrower sells the Collocation Facilities located in Beaumont, Texas in accordance with the provisions of Section 5 below, (B) all preceding requirements of this Section 4 have been satisfied except subsection (z) above and (Cc) amounts if there exists any Default or Event of Default in the cash collateral account described in (i) above are not less than $2,500,000addition to those listed on Schedule I hereto, the Borrower may retain for its own use an amount equal to 20100% of the Net Proceeds of the sale of the Collocation Facilities located in Beaumont, Texas, and the remaining 80% of such Forbearance Net Proceeds must be used to repay the Obligations, applied among the Revolver Loan, the Term Loan A and the Term Loan B, ratably based on outstandings, applied in accordance with the terms inverse order of subsection (zmaturity and not affecting the scheduled reductions of the Commitment required by Section 2.11(b) above. Any prepayment amounts applied to of the Revolver Loan in accordance with this Section 4 shall permanently reduce the CommitmentCredit Agreement.

Proceeds of Asset Sales. On the Effective Date and continuing until the Termination Date, the Borrower shall use the Net Proceeds of sales of assets or Properties by the Borrower, the Parent or any of their Subsidiaries (which for purposes of this Agreement (i) shall not exclude asset sales in the ordinary course of business, but provided that no such sales of assets or Properties by the Parent, the Borrower or any of their Subsidiaries shall be permitted except as set forth in Section 5 hereofhereof and (ii) to the extent that there exists no other Default or Event of Default during the term of this Agreement other than as listed on Schedule 1 hereto, Debt under the Credit Agreement secured by the assets pledged under the Loan Papers shall not require immediate repayment of such Debt other than) as follows: (ia) firstFirst, to establish a $2,500,000 if amounts in the letter of credit cash collateral account to secure are less than $2,500,000, the Obligations, including but not limited to any letter of credit reimbursement obligations, in accordance with the terms of a Restricted Cash Collateral Account Agreement executed cash collateral account shall be replenished by the parties Net Proceeds of any such asset sales until the amount in such cash collateral account is not less than $2,500,000, (b) then, if there exists no Default or Event of Default other than the form attached hereto as Exhibit AAnticipated Defaults, (i) the Borrower may retain for its own use an amount equal to 20% of the remaining Net Proceeds of any such sales, and (ii) second, to establish a $200,000 retainer for the benefit remaining 80% of Special Counsel in connection with the continued legal expenses and legal fees and the consulting fees of Deloitte Consulting associated with the Loans. To the extent that the Borrower consummates the sale of certain of the St. Louis, Missouri Collocation Facilities or any other sales of assets and Properties by the Parent, the Borrower and their Subsidiaries, the such remaining Net Proceeds shall must be used to repay the Obligations, applied as described above to the extent there has not already been an asset sale or there has been an asset sale that did not generate funds adequate to fund the referenced account and retainer. Any additional Net Proceeds from such sale of the St. Louis, Missouri Collocation Facilities and all other Net Proceeds from all other sales of assets and Properties by the Borrower, the Parent or any of their Subsidiaries will be applied in the following order: (x) to immediately prepay the scheduled amortization of the Obligations due on December 31, 2001, such prepayment to be in an aggregate amount equal to $7,321,864.00 (each Lender agrees that such prepayment application in the order of maturity is specifically permitted by the Lenders hereunder), (y) to reimburse the Borrower for all amounts paid by the Borrower between November 1, 2001 and November 15, 2001 for the reimbursement of the Administrative Agent for its fees and expenses of counsel and consultants in accordance with the terms of the Credit Agreement, and (z) to the extent of any remaining Net Proceeds, to prepay among the Revolver Loan, the Term Loan A and the Term Loan B, ratably. Such prepayment amounts under subsection (z) above shall be ratably based on outstandings, applied to installments due in the inverse order of maturity with respect to Term Loan A and Term Loan B, B and shall not affect the scheduled reductions of the Commitment required by Section 2.11(b) of the Credit Agreement. Notwithstanding the foregoing, if (A) the Borrower sells the Collocation Facilities located in Beaumont, Texas in accordance with the provisions of Section 5 below, (B) all preceding requirements of this Section 4 have been satisfied except subsection (z) above and (Cc) amounts if there exists any Default or Event of Default in addition to the cash collateral account described in (i) above are not less than $2,500,000Anticipated Defaults, the Borrower may retain for its own use an amount equal to 20100% of the Net Proceeds of the sale of the Collocation Facilities located in Beaumont, Texas, and the remaining 80% of such Net Proceeds must be used to repay the Obligations, applied among the Revolver Loan, the Term Loan A and the Term Loan B, ratably based on outstandings, applied in accordance the inverse order of maturity with respect to Term Loan A and Term Loan B and shall not affect the terms scheduled reductions of subsection (zthe Commitment required by Section 2.11(b) above. Any prepayment amounts applied to of the Revolver Loan in accordance with this Section 4 shall permanently reduce the CommitmentCredit Agreement.

Proceeds of Asset Sales. On the Effective Date and continuing until the Termination Date, the Borrower shall use the Net Proceeds of sales of assets or Properties by the Borrower, the Parent or any of their Subsidiaries (which for purposes of this Agreement shall not exclude asset sales in the ordinary course of business, but provided that no such sales of assets or Properties by the Parent, the Borrower or any of their Subsidiaries shall be permitted except as set forth in Section 5 hereof) as follows: (i) first, to establish a $2,500,000 cash collateral account to secure the Obligations, including but not limited to any letter of credit reimbursement obligations, in accordance with the terms of a Restricted Cash Collateral Account Agreement executed by the parties in the form attached hereto as Exhibit A, and (ii) second, to establish a $200,000 retainer for the benefit of Special Counsel in connection with the continued legal expenses and legal fees and the consulting fees of Deloitte Consulting associated with the Loans. To the extent that the Borrower consummates the sale of certain ceratin of the St. Louis, Missouri Collocation Facilities or any other sales of assets and Properties by the Parent, the Borrower and their Subsidiaries, the Net Proceeds shall be applied as described above to the extent there has not already been an asset sale or there has been an asset sale that did not generate funds adequate to fund the referenced account and retainer. Any additional Net Proceeds from such sale of the St. Louis, Missouri Collocation Facilities and all other Net Proceeds from all other sales of assets and Properties by the Borrower, the Parent or any of their Subsidiaries will be applied in the following order: (x) to immediately prepay the scheduled amortization of the Obligations due on December 31, 2001, such prepayment to be in an aggregate amount equal to $7,321,864.00 (each Lender agrees that such prepayment application in the order of maturity is specifically permitted by the Lenders Lender hereunder), (y) to reimburse the Borrower for all amounts paid by the Borrower between November 1, 2001 and November 15, 2001 for the reimbursement of the Administrative Agent for its fees and expenses of counsel and consultants in accordance with the terms of the Credit Agreement, and (z) to the extent of any remaining Net Proceeds, to prepay the Revolver Loan, the Term Loan A and the Term Loan B, ratably. Such prepayment prepayments amounts under subsection (z) above shall be applied to installments due in the inverse order of maturity with respect to Term Loan A and Term Loan B, and shall not affect the scheduled reductions of the Commitment required by Section 2.11(b) of the Credit Agreement. Notwithstanding the foregoing, if (A) the Borrower sells the Collocation Facilities located in Beaumont, Texas in accordance with the provisions of Section 5 below, (B) all preceding requirements of this Section 4 have been satisfied except subsection (z) above and (C) amounts in the cash collateral account described in (i) above are not less than $2,500,000, the Borrower may retain for its own use an amount equal to 20% of the Net Proceeds of the sale of the Collocation Facilities located in Beaumont, Texas, and the remaining 80% of such Net Proceeds must be applied in accordance with the terms of subsection (z2) above. Any prepayment amounts applied to the Revolver Loan in accordance with this Section 4 shall permanently reduce the Commitment.

Proceeds of Asset Sales. On the Effective Date and continuing until the Termination Date, the The Borrower shall use the Net Proceeds of sales of assets or Properties by the Borrower, the Parent or any of their Subsidiaries (which for purposes of this Agreement (i) shall not exclude asset sales in the ordinary course of business, but provided that no such sales of assets or Properties by the Parent, the Borrower or any of their Subsidiaries shall be permitted except as set forth in Section 5 hereof2 hereof and (ii) to the extent that there exists no other Default or Event of Default during the term of this agreement other than as listed on Schedule I to the Forbearance Agreement, Debt under the Credit Agreement secured by the assets pledged under the Loan Papers (other than assets or Properties owned by the Canada Sub and pledged to secure the Canada Indebtedness) shall not require immediate repayment of such Debt other than) as follows: (ia) firstFirst, to establish a $2,500,000 if amounts in the letter of credit cash collateral account to secure the Obligationsare less than $2,500,000, including but not limited to any letter of credit reimbursement obligations, in accordance with the terms of a Restricted Cash Collateral Account Agreement executed by the parties in the form attached hereto as Exhibit A, and (ii) second, to establish a $200,000 retainer for the benefit of Special Counsel in connection with the continued legal expenses and legal fees and the consulting fees of Deloitte Consulting associated with the Loans. To the extent that the Borrower consummates the sale of certain of the St. Louis, Missouri Collocation Facilities or any other sales of assets and Properties by the Parent, the Borrower and their Subsidiaries, the Net Proceeds shall be applied as described above to the extent there has not already been an asset sale or there has been an asset sale that did not generate funds adequate to fund the referenced account and retainer. Any additional Net Proceeds from such sale of the St. Louis, Missouri Collocation Facilities and all other Net Proceeds from all other sales of assets and Properties by the Borrower, the Parent or any of their Subsidiaries will be applied in the following order: (x) to immediately prepay the scheduled amortization of the Obligations due on December 31, 2001, such prepayment to be in an aggregate amount equal to $7,321,864.00 (each Lender agrees that such prepayment application in the order of maturity is specifically permitted by the Lenders hereunder), (y) to reimburse the Borrower for all amounts paid by the Borrower between November 1, 2001 and November 15, 2001 for the reimbursement of the Administrative Agent for its fees and expenses of counsel and consultants in accordance with the terms of the Credit Agreement, and (z) to the extent of any remaining Net Proceeds, to prepay the Revolver Loan, the Term Loan A and the Term Loan B, ratably. Such prepayment amounts under subsection (z) above shall be applied to installments due in the inverse order of maturity with respect to Term Loan A and Term Loan B, and shall not affect the scheduled reductions of the Commitment required by Section 2.11(b) of the Credit Agreement. Notwithstanding the foregoing, if (A) the Borrower sells the Collocation Facilities located in Beaumont, Texas in accordance with the provisions of Section 5 below, (B) all preceding requirements of this Section 4 have been satisfied except subsection (z) above and (C) amounts in the cash collateral account described established pursuant to Section 4 of the Forbearance Agreement shall be replenished by the Net Proceeds of any such asset sales until the amount in (i) above are such cash collateral account is not less than $2,500,000, (b) then, if there exists no Default or Event of Default other than as listed on Schedule I to the Forbearance Agreement, (i) the Administrative Agent shall return to the Borrower may retain for its own use an amount equal to the difference between 20% of the remaining Net Proceeds of any such sales and (A) fees owing under the sale Forbearance Agreement, if any, (which such fees shall be retained by the Administrative Agent for distribution to certain Lenders as provided in the Forbearance Agreement) and (B) current fees and expenses owed to Special Counsel and Deloitte Consulting, provided that within 365 days of the Collocation Facilities located in Beaumont, Texas, and the remaining 80% receipt of such Net Proceeds must be applied Proceeds, Borrower shall use such Net Proceeds, either (x) to invest in accordance with the terms of subsection (z) above. Any prepayment amounts applied assets related to the Revolver Loan in accordance with this Section 4 shall same line of business as Parent or a business reasonably ancillary thereto or (y) permanently reduce to repay the Commitment.Obligations