FairPoint Communications 2004 Annual Report Download - page 262

disposition pursuant to this clause (f) shall be in an amount at least equal to the fair market value thereof and for proceeds consisting of at least 85%
cash and (y) the Net Cash Proceeds of any such sale are reinvested and/or applied as a mandatory repayment or commitment reduction to the extent
required by Section 3.02(A)(b) or Section 2.03(d) or (f), as the case may be, provided, further, that the sale or disposition of the capital stock or other
equity interests of any Subsidiary of the Borrower pursuant to this clause (f) shall be prohibited unless it is for all of the outstanding capital stock or
other equity interests of such Subsidiary owned by the Borrower and its Subsidiaries;
(g) Permitted Acquisitions may be consummated in accordance with the requirements of Section 6.10;
(h) leases and subleases permitted under Section 7.03(d) and (g); and
(i) Permitted Swap Transactions.
7.03 Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or
hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable or notes with recourse to the Borrower or any of its Subsidiaries) or assign any right to receive income, except:
(a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for which
adequate reserves (in the good faith judgment of the management of the Borrower) have been established in accordance with GAAP;
(b) Liens in respect of property or assets of the Borrower or any of its Subsidiaries imposed by law which were incurred in the
ordinary course of business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlord’s Liens, and other similar Liens arising
in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially
impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries or (y) which are being contested in good faith by
appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or asset subject to such Lien;
(c) Liens created by or pursuant to this Agreement or the other Credit Documents;
(d) Liens created pursuant to (x) Capital Leases in respect of Capitalized Lease Obligations permitted by Section 7.04(c) and (y)
Capital Leases securing Permitted MJD Capital Debt;
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