Cogent Communications Group (CCOI)

form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations in such order as Silicon shall determine; provided, if no Default or Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Silicon the proceeds of the sale of Equipment disposed of by Borrower, and provided, further, if no Default or Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Silicon the proceeds of the sale of worn out or obsolete Equipment disposed of in good faith in an arm’s length transaction for an aggregate purchase price of Ten Million Dollars ($10,000,000) or less (for all such transactions in any fiscal year).  Borrower agrees that it will not commingle proceeds of Accounts with any of Borrower’s other funds or property, but will at all times hold such Accounts and proceeds thereof separate and apart from such other funds and property and in an express trust for Silicon.  Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Default or Event of Default has occurred and is continuing, and during any Release Period, Borrower shall not be obligated to remit to Silicon the proceeds of the sale of worn out or obsolete Equipment disposed of in good faith in an arm’s length transaction for an aggregate purchase price of Ten Million Dollars ($10,000,000) or less (for all such transactions in any fiscal year).  Borrower agrees that it will not commingle proceeds of Accounts with any of Borrower’s other funds or property, but will at all times hold such Accounts and proceeds thereof separate and apart from such other funds and property and in an express trust for Silicon.  Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.