SUFFER ANY LIQUIDATION OR DISSOLUTION), EXCEPT IN CONNECTION WITH ANOTHER
TRANSACTION PERMITTED UNDER CLAUSE (B) ABOVE OR ANY ASSET DISPOSITION PERMITTED
UNDER SUBSECTION 3.7; OR (D) ACQUIRE BY PURCHASE OR OTHERWISE ALL OR ANY
SUBSTANTIAL PART OF THE BUSINESS, ASSETS OR EQUITY INTERESTS OF OR IN ANY PERSON
(WHETHER BY STOCK PURCHASE OR OTHERWISE) OTHER THAN PURSUANT TO A PERMITTED
ACQUISITION AND INVESTMENT, THE VERIZON ACQUISITION OR ANY OTHER INVESTMENT
PERMITTED HEREUNDER; PROVIDED THAT 10 DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH
MERGER, CONSOLIDATION, DISSOLUTION, LIQUIDATION, OR AMALGAMATION IN THE CASE OF
CLAUSE (B) OR CLAUSE (C), OR SUCH ACQUISITION IN THE CASE OF CLAUSE (D), AND
PROMPTLY FOLLOWING SUCH AMENDMENT, MODIFICATION OR WAIVER IN THE CASE OF CLAUSE
(A), BORROWER SHALL PROVIDE WRITTEN NOTICE AND A COPY THEREOF OR THE
DOCUMENTATION RELATING THERETO TO ADMINISTRATIVE AGENT.
3.7
DISPOSAL OF ASSETS OR SUBSIDIARY STOCK.
THE
LOAN PARTIES WILL NOT, AND WILL NOT PERMIT THEIR RESPECTIVE SUBSIDIARIES TO,
DIRECTLY OR INDIRECTLY, CONVEY, SELL (INCLUDING, PURSUANT TO A SALE AND
LEASEBACK TRANSACTION, EXCEPT THOSE THAT WOULD BE PERMITTED UNDER SUBSECTION
3.1(K) DEEMING ANY SUCH SALE-LEASEBACK TO BE INDEBTEDNESS, SUBJECT TO
DOCUMENTATION REASONABLY
39
SATISFACTORY TO ADMINISTRATIVE AGENT), LEASE (INCLUDING, PURSUANT TO A LEASE OR
SALE AND LEASEBACK TRANSACTION), SUBLEASE, TRANSFER OR OTHERWISE DISPOSE OF, OR
GRANT ANY PERSON AN OPTION TO ACQUIRE (INCLUDING IN THE CASE OF ANY SUBSIDIARY,
THE ISSUANCE BY SUCH SUBSIDIARY OF ITS CAPITAL STOCK OR OTHER EQUITY INTEREST),
IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS, ANY OF THEIR RESPECTIVE
PROPERTY, BUSINESS OR ASSETS, OR THE CAPITAL STOCK OF OR OTHER EQUITY INTERESTS
IN ANY SUCH SUBSIDIARY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT FOR
(A) BONA FIDE SALES OR LEASES OF INVENTORY TO CUSTOMERS IN THE ORDINARY COURSE
OF BUSINESS, DISPOSITIONS OF SURPLUS, WORN OUT OR OBSOLETE EQUIPMENT, AND ANY
CONVEYANCE, LEASE, SUBLEASE, TRANSFER OR OTHER DISPOSITION OF ASSETS OF ANY LOAN
PARTY OR ITS SUBSIDIARIES TO ANY LOAN PARTY; (B) FAIR MARKET VALUE SALES OF CASH
EQUIVALENTS; (C) LEASING OR SUBLEASING OF THEIR RESPECTIVE PROPERTY IN THE
ORDINARY COURSE OF BUSINESS; (D) TO THE EXTENT REQUIRED BY LAW; (E) ANY ASSET
DISPOSITION OF NON-CORE ASSETS OF ANY PERSON ACQUIRED PURSUANT TO A PERMITTED
ACQUISITION AND INVESTMENT OR THE VERIZON ACQUISITION PROVIDED THAT SUCH ASSET
DISPOSITION OCCURS WITHIN 18 MONTHS OF SUCH PERMITTED ACQUISITION AND INVESTMENT
OR THE VERIZON ACQUISITION, AS APPLICABLE; (F) ASSET SWAPS OF DOMESTIC WIRELESS
ASSETS WITHIN 18 MONTHS OF THE INITIAL FUNDING DATE IN AN AGGREGATE AMOUNT NOT
TO EXCEED $30,000,000 IF (I) AFTER GIVING EFFECT TO SUCH ASSET SWAP, BORROWER,
ON A COMBINED AND CONSOLIDATED BASIS WITH ITS SUBSIDIARIES AS SET FORTH IN
SECTION 4, IS IN COMPLIANCE ON A PRO FORMA BASIS WITH THE COVENANTS SET FORTH IN
SECTION 4 RECOMPUTED FOR THE MOST RECENTLY ENDED FISCAL QUARTER FOR WHICH
INFORMATION IS AVAILABLE, AND (II) NO DEFAULT OR EVENT OF DEFAULT THEN EXISTS OR
SHALL RESULT FROM SUCH ASSET SWAP; (G) ALL OTHER ASSET DISPOSITIONS IF ALL OF
THE