Common use of Proceeds of Asset Sales Clause in Contracts

Proceeds of Asset Sales. 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 2 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: (a) First, if amounts in the letter of credit cash collateral account are less than $2,500,000, the cash collateral account 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 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 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 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 receipt of such Net Proceeds, Borrower shall use such Net Proceeds, either (x) to invest in assets related to the same line of business as Parent or a business reasonably ancillary thereto or (y) permanently to repay the Obligations

Proceeds of Asset Sales. The 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 2 5 hereof and (ii) to the extent that there exists no other Default or Event of Default during the term of this agreement Agreement other than as listed on Schedule I to the Forbearance Agreement1 hereto, 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: (a) First, if amounts in the letter of credit cash collateral account are less than $2,500,000, the cash collateral account 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 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 AgreementAnticipated Defaults, (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 sales, and (Aii) fees owing under the 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 receipt remaining 80% of such remaining Net Proceeds, Borrower shall use such Net Proceeds, either (x) to invest in assets related to the same line of business as Parent or a business reasonably ancillary thereto or (y) permanently 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 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, and (c) if there exists any Default or Event of Default in addition to the Anticipated Defaults, 100% of the remaining 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 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. Section 6. AMENDMENT OF SECTION 5 OF

Proceeds of Asset Sales. The 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 2 hereof 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 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 there exists no 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 Default Net Proceeds from all other sales of assets and Properties by the Borrower, the Parent or Event any of Default during their Subsidiaries will be applied in the term 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 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 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 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 Section 4 have been satisfied except subsection (other than assets or Properties owned by the Canada Sub z) above and pledged to secure the Canada Indebtedness(C) shall not require immediate repayment of such Debt other than) as follows: (a) First, if amounts in the letter of credit cash collateral account described in (i) above are not less than $2,500,000, the cash collateral account 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 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 the sale of the Collocation Facilities located in Beaumont, Texas, and (A) fees owing under the 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 receipt remaining 80% of such Net Proceeds, Borrower shall use such Net Proceeds, either Proceeds must be applied in accordance with the terms of subsection (x2) to invest in assets related above. Any prepayment amounts applied to the same line of business as Parent or a business reasonably ancillary thereto or (y) Revolver Loan in accordance with this Section 4 shall permanently to repay reduce the ObligationsCommitment.

Proceeds of Asset Sales. The Within 365 days following the receipt thereof, the Borrowers shall, at any time a Term Loan or a Converted Term Loan is outstanding or at such other times as may be determined by the Required Lenders, prepay to the Administrative Agent for the benefit of the Lenders one hundred percent (100%) of the proceeds of any sale, lease or other disposition by any Borrower shall use the Net Proceeds of sales of assets (excluding any sale of assets permitted by clauses (a), (b), (c), (d), (e) or Properties (f) of Section 6.13) with an aggregate net book value in any fiscal year in excess of $5,000,000, or for which consideration in excess of $5,000,000 in the aggregate is received in any fiscal year, net of the actual cash expenses and taxes paid or incurred by any Borrower in connection with such sale (for the Borrowersake of clarity, the Parent or any such prepayment shall only be made with such net proceeds in excess of their Subsidiaries (which for purposes of this Agreement such $5,000,000 threshold); provided, however, that (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 prepayment shall be permitted except as set forth required to the extent the Borrowers acquire within such 365-day period productive assets used or useful in Section 2 hereof carrying on the business of the Borrowers and having a value at least equal to the assets sold, leased or otherwise disposed of, and (ii) this Section 2.2(c) shall not be deemed to authorize any sale or other transfer that would otherwise be prohibited by Section 6.13. All prepayments under this Section 2.2(c) shall be applied pro rata first to the unpaid principal balance of the Term Loans in inverse chronological order of the maturities, then to the unpaid principal balance of the Converted Term Loans (if any) in inverse chronological order of the maturities, and then, if required by the Required Lenders in connection with such sale, lease or disposition, to any Revolving Loans then outstanding; provided, however, that in the event a Base Rate Advance and a Eurocurrency Advance have the same maturity, the Administrative Agent, 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: (a) First, if amounts practical in the letter of credit cash collateral account are less than $2,500,000Administrative Agent’s determination, the cash collateral account established pursuant shall make such application first to Section 4 of the Forbearance Agreement shall be replenished by the Net Proceeds of any such asset sales until the amount in Base Rate Advance before application to 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 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 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 receipt of such Net Proceeds, Borrower shall use such Net Proceeds, either (x) to invest in assets related to the same line of business as Parent or a business reasonably ancillary thereto or (y) permanently to repay the ObligationsEurocurrency Advance.

Proceeds of Asset Sales. The 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 (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 2 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: : (a) First, if amounts in the letter of credit cash collateral account Cash Collateral Account are less than $2,500,000, the cash collateral account established pursuant to Section 4 of the Forbearance Agreement Cash Collateral Account shall be replenished by the Forbearance Net Proceeds of any such asset sales until the amount in such cash collateral account the 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 Agreementhereto, (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 (A) fees owing under the Forbearance this Agreement, if any, (which such fees shall to be retained by the Administrative Agent for distribution to certain Lenders as provided in the Forbearance AgreementLenders) and (B) current fees and expenses owed to Special Counsel Counsel, local counsel and Deloitte Consulting, provided that that, within 365 days of receipt of such Forbearance Net Proceeds, Borrower shall use such Net ProceedsForbearance net proceeds, either (x) to invest in assets related to the same line of business as Parent or a business reasonably ancillary thereto or (y) permanently to repay the Obligations under the Credit Agreement, and (ii) the remaining 80% of such remaining Forbearance Net Proceeds shall be retained by the Administrative Agent and 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 the inverse order of maturity and not affecting the scheduled reductions of the Commitment required by Section 2.11(b) of the Credit Agreement, and (c) if there exists any Default or Event of Default in addition to those listed on Schedule I hereto, 100% of the remaining 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 the inverse order of maturity and not affecting the scheduled reductions of the Commitment required by Section 2.11(b) of the Credit Agreement.

Proceeds of Asset Sales. 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 2 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: (a) First, if amounts in the letter of credit cash collateral account are less than $2,500,000, the cash collateral account established pursuant to Section 4 make a mandatory prepayment of the Forbearance Agreement shall be replenished by the Net Proceeds of any such asset sales until the amount Loans 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 as listed on Schedule I to the Forbearance Agreement, (i) the Administrative Agent shall return to the Borrower for its own use an amount equal to the difference between 20% cash proceeds of any Asset Sale (including any sale permitted pursuant to Section 8.10(c)), net of any reasonable costs directly incurred in connection with such Asset Sale and any taxes payable by the Borrower or the selling Subsidiary in connection with such Asset Sale; PROVIDED that the Borrower shall not be required to make such a mandatory prepayment of the remaining Net Proceeds Loans in respect of any such sales and sale of substantially all the assets of the Porta Phone Business, so long as (A) fees owing under no Event of Default or Possible Default exists as of the Forbearance Agreement, if any, (which date of such fees shall be retained by Asset Sale or at the Administrative Agent for distribution to certain Lenders as provided in date of the Forbearance Agreement) reinvestment of such proceeds and (B) current fees and expenses owed to Special Counsel and Deloitte Consulting, provided that the Borrower reinvests such proceeds by making a Permitted Acquisition within 365 days nine months of receipt the date of consummation of such Net ProceedsAsset Sale. If any such Event of Default or Possible Default exists or if such proceeds are not so reinvested within such nine month period, or used to pay such purchase price, then the Borrower shall use such Net Proceeds, either (x) to invest make a mandatory prepayment of the Loans in assets related an amount equal to the same line cash proceeds of business as Parent such Asset Sale, net of any reasonable costs directly incurred in connection with such Asset Sale and any taxes payable by the Borrower or the selling Subsidiary in connection with such Asset Sale. Together with any prepayment required by this Section 2.7(b)(iii), the Borrower shall deliver to the Agent a business reasonably ancillary thereto certificate executed by the Borrower's chief financial officer setting forth the calculation of the net cash proceeds of such Asset Sale, including a calculation of the taxes payable by the Borrower or (y) permanently to repay the Obligationsselling Subsidiary in respect of such sale. Such prepayment shall be made simultaneously with the consummation of such Asset Sale.

Proceeds of Asset Sales. The (A) Subject to paragraph (B) below, if, as of the end of the quarter most recently ended prior to the consummation of any Asset Sale, the Leverage Ratio was greater than 5.5 to 1.0, then the Borrower shall use make a mandatory prepayment of the Net Proceeds Loans in that amount (not to exceed the cash proceeds of sales such Asset Sale, net of assets or Properties any reasonable costs directly incurred in connection with such Asset Sale and any taxes payable by the BorrowerBorrower or its stockholders in connection with such Asset Sale) which, had it been prepaid at the end of such quarter and applied to the Loans, would have caused the Leverage Ratio to equal 5.5 to 1.0, and the balance of such net proceeds shall be applied in accordance with the provisions of the following sentence as if the Leverage Ratio as of the end of such quarter had been less than 5.5 to 1.0. If, as of the end of the quarter most recently ended prior to the consummation of any Asset Sale, the Parent Leverage Ratio was less than or any equal to 5.5 to 1.0, then the Borrower shall not be required to make such a mandatory prepayment of their Subsidiaries the Loans, so long as (which for purposes I) no Event of Default or Possible Default exists as of the date of such Asset Sale or at the date of the reinvestment of such proceeds and (II) the Borrower reinvests such proceeds by making a Permitted Acquisition within twelve months of the date of consummation of (B) Notwithstanding the foregoing provisions 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 ParentSection 2.6(b)(iii), the Borrower or any shall not be required to make a mandatory prepayment of their Subsidiaries shall be permitted except the Loans in connection with the consummation of an Asset Sale if (I) the Asset Sale is structured as set forth in an exchange of like-kind property under Section 2 hereof and (ii) 1031 of the Code to the maximum extent that there exists possible under Section 1031 (a "Like Kind Exchange"), (II) the property acquired in the Like-Kind Exchange is a radio station located in one of the top 75 markets, as ranked by Metro Survey Area as determined by The Arbitron Company, or in a market in which the Borrower or one of its Subsidiaries already owns a Station, (III) no other Possible Default or Event of Default during exists at the term time of this agreement other than as listed on Schedule I such Asset Sale or would exist after giving effect thereto, and (IV) the Borrower shall have delivered to the Forbearance AgreementAdministrative Agent a certificate of a financial officer of the Borrower in form and substance satisfactory to the Administrative Agent which shall contain calculations demonstrating on a pro forma basis the Borrower's compliance with the financial covenants set forth in Section 8 after giving effect to such Asset Sale. If the Borrower desires to effect a Like-Kind Exchange, Debt under at or prior to closing the Credit Agreement secured disposition of any Station pursuant to this paragraph, the Borrower shall (A) establish a "qualified escrow account" within the meaning of Treas. Reg. Section 1. 1031(k)-1(g)(3) with a "qualified intermediary" within the meaning of Treas. Reg. Section 1.1031(k)-1(g)(4) (the "Qualified Intermediary"), which account shall be governed by an escrow agreement complying with the assets pledged under requirements of Treas. Reg. Section 1. 1031(k)-1(g) (4) and 1.1031(k)-1(g)(6), and Section 1. 1031(k)-1(g)(6). The terms of the Loan Papers escrow agreement governing the "qualified escrow account" shall, among other things, provide that immediately upon the occurrence of any event set forth in Treas. Reg. Section 1.1031(k)-1(g)(6)(ii) or (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: (a) First, if amounts in the letter of credit cash collateral account are less than $2,500,000iii), the cash collateral account established pursuant proceeds from the transfer or other disposition of such Station, together with any interest thereon, net of any reasonable costs directly incurred by the Borrower or its Subsidiary in connection with the transactions contemplated by the Like-Kind Exchange, and any taxes payable by the Borrower or its stockholders with respect to Section 4 such transactions and Like-Kind Exchange, shall be released to the Administrative Agent, to the extent of any then outstanding balance of the Forbearance Agreement shall Loans, to be replenished by the 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 as listed on Schedule I to the Forbearance Agreement, (i) the Administrative Agent shall return to the Borrower 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 Forbearance Agreement, if any, (which such fees shall be retained by the Administrative Agent for distribution to certain Lenders applied as provided in the Forbearance AgreementSection 2.6(c) and (B) current fees and expenses owed to Special Counsel and Deloitte Consulting, provided that within 365 days of receipt of such Net Proceeds, Borrower shall use such Net Proceeds, either (x) to invest in assets related to the same line of business as Parent or a business reasonably ancillary thereto or (y) permanently to repay the Obligationshereof.

Proceeds of Asset Sales. 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 2 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: (a) First, if amounts in the letter of credit cash collateral account are less than $2,500,000, the cash collateral account established pursuant to Section 4 make a mandatory prepayment of the Forbearance Agreement shall be replenished by the Net Proceeds of any such asset sales until the amount Loans 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 as listed on Schedule I to the Forbearance Agreement, (i) the Administrative Agent shall return to the Borrower for its own use an amount equal to the difference between 20% cash proceeds of any Asset Sale (including, without limitation, any sale permitted pursuant to Section 8.10(c)), net of any reasonable costs directly incurred in connection with any such Asset Sale and any taxes payable by the Borrower or the selling Subsidiary in connection with such Asset Sale; provided, however, that the Borrower shall not be required to make such a mandatory prepayment of the remaining Net Proceeds Loans in respect of any such sales and Asset Sale, so long as (A) fees owing under no Event of Default or Possible Default exists as of the Forbearance Agreement, if any, (which date of such fees shall be retained by Asset Sale or at the Administrative Agent for distribution to certain Lenders as provided in date of the Forbearance Agreement) reinvestment of such proceeds and (B) current fees and expenses owed to Special Counsel and Deloitte Consulting, provided that the Borrower reinvests such proceeds by making a Permitted Acquisition within 365 days twelve (12) months of receipt the date of the consummation of such Net ProceedsAsset Sale. If any such Event of Default or Possible Default exists or if such proceeds are not so reinvested within such twelve (12) month period, or used to pay such purchase price, then the Borrower shall use such Net Proceeds, either (x) to invest make a mandatory prepayment of the Loans in assets related an amount equal to the same line cash proceeds of business as Parent such Asset Sale, net of any reasonable costs directly incurred in connection with such Asset Sale and any taxes payable by the Borrower or the selling Subsidiary in connection with such Asset Sale. Together with any prepayment required by this Section 2.7(b)(ii), the Borrower shall deliver to the Administrative Agent a business reasonably ancillary thereto certificate executed by the Borrower's chief financial officer setting forth the calculation of the net cash proceeds of such Asset Sale, including a calculation of the taxes payable by the Borrower or (y) permanently to repay the Obligationsselling Subsidiary in respect of such sale. Such prepayment shall be made simultaneously with the consummation of such Asset Sale.

Proceeds of Asset Sales. The 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 2 hereof 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 there exists no 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 Default Net Proceeds from all other sales of assets and Properties by the Borrower, the Parent or Event any of Default during their Subsidiaries will be applied in the term 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 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 Section 4 have been satisfied except subsection (other than assets or Properties owned by the Canada Sub z) above and pledged to secure the Canada Indebtedness(C) shall not require immediate repayment of such Debt other than) as follows: (a) First, if amounts in the letter of credit cash collateral account described in (i) above are not less than $2,500,000, the cash collateral account 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 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 the sale of the Collocation Facilities located in Beaumont, Texas, and (A) fees owing under the 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 receipt remaining 80% of such Net Proceeds, Borrower shall use such Net Proceeds, either Proceeds must be applied in accordance with the terms of subsection (xz) to invest in assets related above. Any prepayment amounts applied to the same line of business as Parent or a business reasonably ancillary thereto or (y) Revolver Loan in accordance with this Section 4 shall permanently to repay reduce the ObligationsCommitment.