Asset Disposition. Sell, lease, transfer or otherwise dispose of, or permit any of its Material Subsidiaries or the Guarantors to sell, lease, transfer or otherwise dispose of, any property of the Borrower or any Guarantor or Material Subsidiary of the Borrower, except: (i) sales of inventory in the ordinary course of business and on reasonable terms; (ii) sales of worn out, surplus, or obsolete equipment in the ordinary course of business, if no Event of Default exists at the time of such sale; (iii) replacement of equipment in the ordinary course of business with other equipment at least as useful and beneficial to the Borrower or its Material Subsidiaries and their respective businesses as the equipment replaced if no Event of Default exists at the time of such replacement and an Acceptable Security Interest exists in such other equipment at the time of such replacement; (iv) sales of other immaterial Property (other than Equity Interests, Debt or other obligations of any Subsidiary) in the ordinary course of business and on reasonable terms, if no Event of Default exists at the time of such sale; provided that Property may not be sold pursuant to this clause (iv) if the aggregate fair market value of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year; (v) sales or other dispositions of assets which are not Collateral for cash in arm's length transactions; (vi) sales, leases, transfers or other dispositions of the Refineries (in whole or in part, including to each other); (vii) the MAPL Asset Disposition and Seminole Asset Disposition; (viii) sales or other dispositions of assets of NewGP or its Subsidiaries and the transfer by Williams GP LLC to NewGP of the general partnership interests a▇▇ ▇▇▇▇▇▇▇▇e distribution rights in MLP; (ix) Permitted Dispositions; (x) sale of Equity Interests in NewGP; (xi) transfers by the Guarantors to other Guarantors and transfers by non-Guarantor Subsidiaries to any other Subsidiary, in each case in the ordinary course of business; (xii) transfers to the State of California of up to 6 turbines in connection with the settlement of the California Proceedings, (xiii) the Arctic Fox Capital Contribution; and (xiv) transfers of Assets and Property by Subsidiaries of TGT which may not be restricted pursuant to that certain Indenture, dated as of April 11, 1994, between TGT and The Chase Manhattan Bank, as Trustee; provided that, (A) 50% of the gross cash proceeds resulting from any disposition of Collateral permitted pursuant to clauses (ii), (iv) through (vii), (ix) and (x), shall be deposited immediately upon receipt to the Collateral Account to be maintained with, and under the control of, the Collateral Trustee pursuant to the Collateral Trust Agreement and applied in accordance with the terms and conditions of this Agreement and the Multiyear Williams Credit Agreement and (B) assets disposed of pursuant to ▇▇▇▇▇▇▇ (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP and (C) with respect to any Collateral replaced, exchanged or transferred (in the case of clause (xi) only), or any non-cash proceeds received from the sale, transfer or other disposition of Collateral, in each case pursuant to this Section 5.2(e), the Borrower shall undertake all actions as more fully set forth in, and subject to, Section 5.1(f) to (1) grant an Acceptable Security Interest in favor of the Collateral Trustee on any new Collateral resulting from any such replacement or exchange or on the non-cash proceeds received from the sale or other disposition of Collateral and (2) in the case of Collateral transferred pursuant to clause (xi), to maintain an Acceptable Security Interest on such transferred Collateral. In connection with a requested release of Collateral pursuant to this Section 5.2, the Borrower shall deliver a Release Notice (as defined in the Collateral Trust Agreement) to the Collateral Trustee and the Collateral Trustee shall be required to forward such notice to the designated group pursuant to the terms of Section 2.5 of the Collateral Trust Agreement. If the notice period specified in the Collateral Trust Agreement expires prior to the Collateral Trustee receiving any objection to the specified release, then (x) the Collateral Trustee will execute and deliver all documents as may reasonably be requested to effect a release of the Liens on any such Collateral held by the Collateral Trustee pursuant to the Collateral Trust Agreement and the other Security Documents, (y) any Guarantor that is the owner of the assets subject to a disposition permitted pursuant to this Section 5.2(e) and whose entire Equity Interests are being conveyed in connection with such disposition, together with the Subsidiary or Subsidiaries that own such Equity Interests with respect to such ownership, shall be automatically released as a Guarantor under the Midstream Guaranty and as a party, or parties if applicable, to the Collateral Trust Agreement, Pledge Agreement and Security Agreement and (z) each Bank shall be deemed to have affirmatively approved the release of such Collateral and to the extent applicable, the release of such Guarantor, and its owners to the extent applicable, from the terms and conditions of the Midstream Guaranty, Collateral Trust Agreement, Pledge Agreement and Security Agreement. Notwithstanding anything in this Section 5.2(e) to the contrary, and for greater certainty, nothing in this Agreement shall prohibit (1) the transfer of Equity Interests of RMT from TWC to RMT LLC or any RMT Asset Disposition or (2) TWC or any of its Subsidiaries (including RMT LLC, RMT and their respective Subsidiaries) from selling, leasing, transferring or otherwise disposing of any property of the Borrower or any Subsidiaries of the Borrower in accordance with the provisions of the Barrett Loan Agreement. For the avoidance of doubt, the mod▇▇▇▇▇▇▇on or limitation of voting rights with respect to any Equity Interests shall not constitute a disposition of property. The Banks hereby acknowledge that Williams Midstream Natural Gas, Inc. has entered into a sto▇▇▇▇ ▇▇▇se more fully described on Schedule XVI attached hereto. The property subject to the lease is encumbered by Liens granted pursuant to the Security Documents. The Banks hereby authorize and instruct the Collateral Trustee to execute the Non-Disturbance and Attornment Agreement substantially in the form attached hereto as part of Schedule XVI.
Appears in 1 contract
Asset Disposition. Sell, lease, transfer or otherwise dispose of, or permit any of its their Material Subsidiaries or the Guarantors to sell, lease, transfer or otherwise dispose of, any property of the Borrower Borrowers or any Guarantor or Material Subsidiary of the BorrowerBorrowers, except:
except (i) sales of inventory in the ordinary course of business and on reasonable terms;
, (ii) sales of worn out, surplus, out or obsolete equipment in the ordinary course of business, if no Event of Default exists at the time of such sale;
, (iii) replacement of equipment in the ordinary course of business with other equipment at least as useful and beneficial to the Borrower TWC or its Material Subsidiaries and their respective businesses as the equipment replaced if no Event of Default exists at the time of such replacement and an Acceptable Security Interest exists in such other equipment at the time of such replacement;
, (iv) sales of other immaterial Property (other than Equity Interests, Debt or other obligations of any Subsidiary) in the ordinary course of business and on reasonable terms, if no Event of Default exists at the time of such sale; provided that Property may not be sold pursuant to this clause (iv) if the aggregate fair market value of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year;
, (v) sales or other dispositions of assets which are not Collateral for cash in arm's length transactions;
, (vi) sales, leases, transfers sales or other dispositions of WPC or the Refineries (in whole or in partRefineries, including to each other);
(vii) the sales of MAPL Asset Disposition and Seminole Asset Disposition;
and (viii) sales or other dispositions of assets of NewGP or its Subsidiaries and the transfer by Williams GP LLC to NewGP of the general partnership interests a▇▇ ▇▇▇▇▇▇▇▇ ▇e distribution rights in MLP;
(ix) Permitted Dispositions;
(x) sale of Equity Interests in NewGP;
(xi) transfers by the Guarantors to other Guarantors and transfers by non-Guarantor Subsidiaries to any other Subsidiary, in each case in the ordinary course of business;
(xii) transfers to the State of California of up to 6 turbines in connection with the settlement of the California Proceedings,
(xiii) the Arctic Fox Capital Contribution; and
(xiv) transfers of Assets and Property by Subsidiaries of TGT which may not be restricted pursuant to that certain Indenture, dated as of April 11, 1994, between TGT and The Chase Manhattan Bank, as Trustee▇ LLC or ▇▇▇▇▇▇▇▇ Energy Partners L.P.; provided that, that (A) 50% of the gross cash proceeds resulting from any disposition of Collateral permitted pursuant to clauses (ii), (ivi) through (vii), (ix) and (xvi), shall be deposited immediately upon receipt to the Collateral Account to be maintained with, and under the control of, the Collateral Trustee pursuant to the Collateral Trust Agreement and applied in accordance with the terms and conditions of this Agreement and the Multiyear Williams Credit Agreement and (B) assets disposed of pursuant to ▇▇▇▇▇▇▇ clauses (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP and (C) with respect to any Collateral replaced, exchanged or transferred (in the case NWP. Upon receipt of clause (xi) only), or any non-cash proceeds received a written request therefor from the sale, transfer or other disposition of Collateral, in each case applicable Borrower relating to dispositions permitted pursuant to this Section 5.2(e5.02(l), the Borrower shall undertake all actions as more fully set forth in, and subject to, Section 5.1(f) to (1) grant an Acceptable Security Interest in favor of the Collateral Trustee on any new Collateral resulting from any such replacement or exchange or on the non-cash proceeds received from the sale or other disposition of Collateral and (2) in the case of Collateral transferred pursuant to clause (xi), to maintain an Acceptable Security Interest on such transferred Collateral. In connection with a requested release of Collateral pursuant to this Section 5.2, the Borrower shall deliver a Release Notice (as defined in the Collateral Trust Agreement) to the Collateral Trustee and the Collateral Trustee shall be required to forward such notice to the designated group pursuant to the terms of Section 2.5 of the Collateral Trust Agreement. If the notice period specified in the Collateral Trust Agreement expires prior to the Collateral Trustee receiving any objection to the specified release, then (x) the Collateral Trustee Agent will execute and deliver all documents as may reasonably be requested to effect a release of the Liens on any such Collateral held by the Collateral Trustee pursuant to the Collateral Trust Agreement and the other Security Documents, L/C Collateral Documents and (y) any Guarantor that is the owner of the assets subject to a disposition permitted pursuant to this Section 5.2(e) and whose entire Equity Interests are being conveyed in connection with such disposition, together with the Subsidiary or Subsidiaries that own such Equity Interests with respect to such ownership, shall be automatically released as a Guarantor under the Midstream Guaranty and as a party, or parties if applicable, to the Collateral Trust Agreement, Pledge Agreement and Security Agreement and (z) each Bank shall be deemed to have affirmatively approved the release of such Collateral and to the extent applicable, the release of such Guarantor, and its owners to the extent applicable, from the terms and conditions of the Midstream Guaranty, Collateral Trust Agreement, Pledge Agreement and Security AgreementCollateral. Notwithstanding anything in this Section 5.2(e5.02(l) to the contrary, and for greater certainty, nothing in this Agreement shall prohibit (1) the transfer of Equity Interests of RMT from TWC to RMT LLC or any RMT Asset Disposition or (2) TWC or any of its Subsidiaries (including RMT LLC, RMT and their respective Subsidiaries) from selling, leasing, transferring or otherwise disposing of any property of the Borrower Borrowers or any Subsidiaries of the Borrower Borrowers in accordance with the provisions of the Barrett Loan Agreement. For the avoidance of doubt, the mod▇▇▇▇▇▇▇on or limitation of voting rights with respect to any Equity Interests shall not constitute a disposition of property. The Banks hereby acknowledge that Williams Midstream Natural Gas, Inc. has entered into a sto▇▇▇▇ ▇▇▇se more fully described on Schedule XVI attached hereto. The property subject to the lease is encumbered by Liens granted pursuant to the Security Documents. The Banks hereby authorize and instruct the Collateral Trustee to execute the Non-Disturbance and Attornment Agreement substantially in the form attached hereto as part of Schedule XVILoan Agreement.
Appears in 1 contract
Sources: Multi Year Credit Agreement (Williams Companies Inc)
Asset Disposition. Sell, lease, transfer or otherwise dispose of, or permit any of its Material Subsidiaries or the Guarantors to sell, lease, transfer or otherwise dispose of, any property of the Borrower or any Guarantor or Material Subsidiary of the Borrower, except:
except (i) sales of inventory in the ordinary course of business and on reasonable terms;
, (ii) sales of worn out, surplus, out or obsolete equipment in the ordinary course of business, if no Event of Default exists at the time of such sale;
, (iii) replacement of equipment in the ordinary course of business with other equipment at least as useful and beneficial to the Borrower or its Material Subsidiaries and their respective businesses as the equipment replaced if no Event of Default exists at the time of such replacement and an Acceptable Security Interest exists in such other equipment at the time of such replacement;
, (iv) sales of other immaterial Property (other than Equity Interests, Debt or other obligations of any Subsidiary) in the ordinary course of business and on reasonable terms, if no Event of Default exists at the time of such sale; provided that Property may not be sold pursuant to this clause (iv) if the aggregate fair market value of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year;
, (v) sales or other dispositions of assets which are not Collateral for cash in arm's length transactions;
, (vi) sales, leases, transfers sales or other dispositions of Williams Pipelines Central, Inc. or the Refineries (in whole or in partRefineries, including to each other);
(vii) the s▇▇▇▇ ▇▇ MAPL Asset Disposition and Seminole Asset Disposition;
and (viii) sales or other dispositions of assets of NewGP or its Subsidiaries and the transfer by Williams GP LLC to NewGP of the general partnership interests aor Williams Energy Partners L.P.; provided ▇▇▇▇, (▇) ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇ltiyear Williams Credit Agreement is still in effect, the proceeds ▇▇▇▇▇▇▇▇e distribution rights in MLP;
(ix) Permitted Dispositions;
(x) sale of Equity Interests in NewGP;
(xi) transfers by the Guarantors to other Guarantors and transfers by non-Guarantor Subsidiaries to any other Subsidiary, in each case in the ordinary course of business;
(xii) transfers to the State of California of up to 6 turbines in connection with the settlement of the California Proceedings,
(xiii) the Arctic Fox Capital Contribution; and
(xiv) transfers of Assets and Property by Subsidiaries of TGT which may not be restricted pursuant to that certain Indenture, dated as of April 11, 1994, between TGT and The Chase Manhattan Bank, as Trustee; provided that, (A) 50% of the gross cash proceeds resulting ▇ from any disposition of Collateral permitted pursuant to clauses (ii), (ivi) through (vii), (ixvi) and (x), shall be deposited immediately upon receipt to the Collateral Account to be maintained with, and under the control of, the Collateral Trustee pursuant to the Collateral Trust Agreement and applied in accordance with the terms and conditions of this Agreement and the Multiyear Williams Credit Agreement and (B) assets disposed of pursuant to pursua▇▇ ▇▇ ▇▇▇▇▇▇▇ auses (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP and (C) with respect to any Collateral replaced, exchanged or transferred (in the case NWP. Upon receipt of clause (xi) only), or any non-cash proceeds received a written request therefor from the sale, transfer or other disposition of Collateral, in each case Borrower relating to dispositions permitted pursuant to this Section 5.2(e), the Borrower shall undertake all actions as more fully set forth in, and subject to, Section 5.1(f) to (1) grant an Acceptable Security Interest in favor of the Collateral Trustee on any new Collateral resulting from any such replacement or exchange or on the non-cash proceeds received from the sale or other disposition of Collateral and (2) in the case of Collateral transferred pursuant to clause (xi), to maintain an Acceptable Security Interest on such transferred Collateral. In connection with a requested release of Collateral pursuant to this Section 5.2, the Borrower shall deliver a Release Notice (as defined in the Collateral Trust Agreement) to the Collateral Trustee and the Collateral Trustee shall be required to forward such notice to the designated group pursuant to the terms of Section 2.5 of the Collateral Trust Agreement. If the notice period specified in the Collateral Trust Agreement expires prior to the Collateral Trustee receiving any objection to the specified release, then (x) the Collateral Trustee Agent will execute and deliver all documents as may reasonably be requested to effect a release of the Liens on any such Collateral held by the Collateral Trustee pursuant to the Collateral Trust Agreement and the other Security Documents, Documents and (y) any Guarantor that is the owner of the assets subject to a disposition permitted pursuant to this Section 5.2(e) and whose entire Equity Interests are being conveyed in connection with such disposition, together with the Subsidiary or Subsidiaries that own such Equity Interests with respect to such ownership, shall be automatically released as a Guarantor under the Midstream Guaranty and as a party, or parties if applicable, to the Collateral Trust Agreement, Pledge Agreement and Security Agreement and (z) each Bank shall be deemed to have affirmatively approved the release of such Collateral and to the extent applicable, the release of such Guarantor, and its owners to the extent applicable, from the terms and conditions of the Midstream Guaranty, Collateral Trust Agreement, Pledge Agreement and Security AgreementCollateral. Notwithstanding anything in this Section 5.2(e) to the contrary, and for greater certainty, nothing in this Agreement shall prohibit (1) the transfer of Equity Interests of RMT from TWC to RMT LLC or any RMT Asset Disposition or (2) TWC or any of its Subsidiaries (including RMT LLC, RMT and their respective Subsidiaries) from selling, leasing, transferring or otherwise disposing of any property of the Borrower Borrowers or any Subsidiaries of the Borrower Borrowers in accordance with the provisions of the Barrett Loan Agreement. For the avoidance of doubt, the mod▇▇▇▇▇▇▇on or limitation of voting rights with respect to any Equity Interests shall not constitute a disposition of property. The Banks hereby acknowledge that Williams Midstream Natural Gas, Inc. has entered into a sto▇▇▇▇ ▇▇▇se more fully described on Schedule XVI attached hereto. The property subject to the lease is encumbered by Liens granted pursuant to the Security Documents. The Banks hereby authorize and instruct the Collateral Trustee to execute the Non-Disturbance and Attornment Agreement substantially in the form attached hereto as part of Schedule XVI.
Appears in 1 contract
Asset Disposition. SellThe Company shall not sell, lease, transfer or otherwise dispose of, or permit any of its their Material Subsidiaries or the Guarantors to sell, lease, transfer or otherwise dispose of, any property of the Borrower Company or any Guarantor or any Material Subsidiary of the BorrowerCompany, except:
except (i) sales of inventory in the ordinary course of business and on reasonable terms;
, (ii) sales of worn out, surplus, surplus or obsolete equipment in the ordinary course of business, if no Event of Default exists at the time of such sale;
, (iii) replacement of equipment in the ordinary course of business with other equipment at least as useful and beneficial to the Borrower Company or its Material Subsidiaries and their respective businesses as the equipment replaced if no Event of Default exists at the time of such replacement and an Acceptable Security Interest exists in such other equipment at the time of such replacement;
, (iv) sales of other immaterial Property (other than Equity Interests, Debt or other obligations of any Subsidiary) in the ordinary course of business and on reasonable terms, if no Event of Default exists at the time of such sale; provided that Property may not be sold pursuant to this clause CLAUSE (iv) if the aggregate fair market value of all Property sold pursuant to this clause CLAUSE (iv) exceeds $250,000 in any year;
, (v) sales or other dispositions of assets which are not Collateral for cash in arm's length transactions;
, (vi) sales, leases, transfers or other dispositions of the Refineries (in whole or in part, including to each other);
, (vii) the MAPL Asset Disposition and Seminole Asset Disposition;
, (viii) sales or other dispositions of assets of NewGP or its Subsidiaries and the transfer by Williams GP GP, LLC to NewGP of the general partnership interests a▇▇ and i▇▇▇▇▇▇▇▇ ▇e distribution ▇stribution rights in MLP;
, (ix) Permitted Dispositions;
, (x) sale of Equity Interests in NewGP;
, (xi) transfers by the Guarantors to other Guarantors and transfers by non-Guarantor Subsidiaries to any other Subsidiary, in each case in the ordinary course of business;
business and (xii) transfers to the State of California of up to 6 turbines in connection with the settlement of the California Proceedings,
, (xiii) the Arctic Fox Capital Contribution; and
, and (xiv) transfers of Assets and Property by Subsidiaries of TGT which may not be restricted pursuant to that certain Indenture, Indenture dated as of April 11, 19941994 between TGT, between TGT as Issuer and The Chase Manhattan Bank, as Trustee; provided that, that (A) 50% of the gross cash proceeds resulting from any disposition of Collateral permitted pursuant to clauses (ii), (iv) through (vii), (ix) and (x), shall shall, be deposited immediately upon receipt to the Collateral Account (as defined in the Collateral Trust Agreement) to be maintained with, and under the 45 FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT control of, the Collateral Trustee pursuant to the Collateral Trust Agreement and applied in accordance with the terms and conditions of this the L/C Agreement and the Multiyear Williams Primary Credit Agreement and (B) assets disposed of pursuant to ▇▇▇▇▇▇▇ clauses (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP and (C) with respect to any Collateral replaced, exchanged or transferred (in the case of clause (xi) only), ) or any non-cash proceeds received from the sale, transfer or other disposition of Collateral, in each case pursuant to this Section 5.2(e)SECTION 8.16, the Borrower Company (or such Material Subsidiary or Guarantor, as applicable) shall undertake all actions as more fully set forth in, and subject to, Section 5.1(f5.01(f) of the Primary Credit Agreement to (1) grant an Acceptable Security Interest in favor of the Collateral Trustee on any new Collateral resulting from any such replacement or exchange or on the non-cash proceeds received from the sale or other disposition of Collateral and (2) in the case of Collateral transferred pursuant to clause (xi), to maintain an Acceptable Security Interest on such transferred Collateral. In connection with a requested release of Collateral pursuant to this Section 5.2, the Borrower shall deliver a Release Notice (as defined in the Collateral Trust Agreement) to the Collateral Trustee and the Collateral Trustee shall be required to forward such notice to the designated group pursuant to the terms of Section 2.5 of the Collateral Trust Agreement. If the notice period specified in the Collateral Trust Agreement expires prior to the Collateral Trustee receiving any objection to the specified release, then (x) the Collateral Trustee will execute and deliver all documents as may reasonably be requested to effect a release of the Liens on any such Collateral held by the Collateral Trustee pursuant to the Collateral Trust Agreement and the other Security Documents, (y) any Guarantor that is the owner of the assets subject to a disposition permitted pursuant to this Section 5.2(e) and whose entire Equity Interests are being conveyed in connection with such disposition, together with the Subsidiary or Subsidiaries that own such Equity Interests with respect to such ownership, shall be automatically released as a Guarantor under the Midstream Guaranty and as a party, or parties if applicable, to the Collateral Trust Agreement, Pledge Agreement and Security Agreement and (z) each Bank shall be deemed to have affirmatively approved the release of such Collateral and to the extent applicable, the release of such Guarantor, and its owners to the extent applicable, from the terms and conditions of the Midstream Guaranty, Collateral Trust Agreement, Pledge Agreement and Security Agreement. Notwithstanding anything in this Section 5.2(e) SECTION 8.16 to the contrary, and for greater certainty, nothing in this Agreement shall prohibit (1) the a transfer of Equity Interests of RMT from TWC the Company to RMT LLC or any RMT Asset Disposition or (2) TWC the Company or any of its Subsidiaries (including RMT LLC, RMT and their respective Subsidiaries) from selling, leasing, transferring or otherwise disposing of any property of the Borrower Company or any of its Subsidiaries of the Borrower in accordance with the provisions of the Barrett Loan Agreement. For the avoidance of doubt, the modmodification or ▇▇▇▇▇▇▇on or limitation ion of voting rights with respect to any Equity Interests shall not constitute a disposition of property. The Banks hereby acknowledge that Williams Midstream Natural Gas, Inc. has entered into a sto▇▇▇▇ ▇▇▇se more fully described on Schedule XVI attached hereto. The property subject to the lease is encumbered by Liens granted pursuant to the Security Documents. The Banks hereby authorize and instruct the Collateral Trustee to execute the Non-Disturbance and Attornment Agreement substantially in the form attached hereto as part of Schedule XVI.
Appears in 1 contract
Asset Disposition. SellThe Company shall not sell, lease, transfer or otherwise dispose of, or permit any of its their Material Subsidiaries or the Guarantors to sell, lease, transfer or otherwise dispose of, any property of the Borrower Company or any Guarantor or Material Subsidiary of the BorrowerCompany, except:
except (i) sales of inventory in the ordinary course of business and on reasonable terms;
, (ii) sales of worn out, surplus, out or obsolete equipment in the ordinary course of business, if no Event of Default exists at the time of such sale;
, (iii) replacement of equipment in the ordinary course of business with other equipment at least as useful and beneficial to the Borrower Company or its Material Subsidiaries and their respective businesses as the equipment replaced if no Event of Default exists at the time of such replacement and an Acceptable Security Interest exists in such other equipment at the time of such replacement;
, (iv) sales of other immaterial Property (other than Equity Interests, Debt or other obligations of any Subsidiary) in the ordinary course of business and on reasonable terms, if no Event of Default exists at the time of such sale; provided that Property may not be sold pursuant to this clause (iv) if the aggregate fair market value of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year;
, (v) sales or other dispositions of assets which are not Collateral for cash in arm's length transactions;
; (vi) sales, leases, transfers sales or other dispositions of WPC or the Refineries (in whole or in partRefineries, including to each other);
(vii) the sales of MAPL Asset Disposition and Seminole Asset Disposition;
and (viii) sales or other dispositions of assets of NewGP or its Subsidiaries and the transfer by Williams GP LLC to NewGP of the general partnership interests a▇▇ ▇▇▇▇▇▇▇▇ ▇e distribution rights in MLP;
(ix) Permitted Dispositions;
(x) sale of Equity Interests in NewGP;
(xi) transfers by the Guarantors to other Guarantors and transfers by non-Guarantor Subsidiaries to any other Subsidiary, in each case in the ordinary course of business;
(xii) transfers to the State of California of up to 6 turbines in connection with the settlement of the California Proceedings,
(xiii) the Arctic Fox Capital Contribution; and
(xiv) transfers of Assets and Property by Subsidiaries of TGT which may not be restricted pursuant to that certain Indenture, dated as of April 11, 1994, between TGT and The Chase Manhattan Bank, as Trustee▇ LLC or ▇▇▇▇▇▇▇▇ Energy Partners L.P.; provided that, that (A) 50% of the gross cash proceeds resulting from any disposition of Collateral permitted pursuant to clauses (ii), (ivi) through (vii), (ix) and (x), shall be deposited immediately upon receipt to the Collateral Account to be maintained with, and under the control of, the Collateral Trustee pursuant to the Collateral Trust Agreement and applied in accordance with the terms and conditions of this Agreement and the Multiyear Williams Credit Agreement and (B) assets disposed of pursuant to ▇▇▇▇▇▇▇ clauses (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP and (C) with respect to any Collateral replaced, exchanged or transferred (in the case of clause (xi) only), or any non-cash proceeds received from the sale, transfer or other disposition of Collateral, in each case pursuant to this Section 5.2(e), the Borrower shall undertake all actions as more fully set forth in, and subject to, Section 5.1(f) to (1) grant an Acceptable Security Interest in favor of the Collateral Trustee on any new Collateral resulting from any such replacement or exchange or on the non-cash proceeds received from the sale or other disposition of Collateral and (2) in the case of Collateral transferred pursuant to clause (xi), to maintain an Acceptable Security Interest on such transferred Collateral. In connection with a requested release of Collateral pursuant to this Section 5.2, the Borrower shall deliver a Release Notice (as defined in the Collateral Trust Agreement) to the Collateral Trustee and the Collateral Trustee shall be required to forward such notice to the designated group pursuant to the terms of Section 2.5 of the Collateral Trust Agreement. If the notice period specified in the Collateral Trust Agreement expires prior to the Collateral Trustee receiving any objection to the specified release, then (x) the Collateral Trustee will execute and deliver all documents as may reasonably be requested to effect a release of the Liens on any such Collateral held by the Collateral Trustee pursuant to the Collateral Trust Agreement and the other Security Documents, (y) any Guarantor that is the owner of the assets subject to a disposition permitted pursuant to this Section 5.2(e) and whose entire Equity Interests are being conveyed in connection with such disposition, together with the Subsidiary or Subsidiaries that own such Equity Interests with respect to such ownership, shall be automatically released as a Guarantor under the Midstream Guaranty and as a party, or parties if applicable, to the Collateral Trust Agreement, Pledge Agreement and Security Agreement and (z) each Bank shall be deemed to have affirmatively approved the release of such Collateral and to the extent applicable, the release of such Guarantor, and its owners to the extent applicable, from the terms and conditions of the Midstream Guaranty, Collateral Trust Agreement, Pledge Agreement and Security AgreementNWP. Notwithstanding anything in this Section 5.2(e) 8.16 to the contrary, and for greater certainty, nothing in this Agreement shall prohibit (1) the transfer of Equity Interests of RMT from TWC the Company to RMT LLC or any RMT Asset Disposition or (2) TWC or any of its Subsidiaries (including RMT LLC, RMT and their respective Subsidiaries) Subsidiaries from selling, leasing, transferring or otherwise disposing of any property of the Borrower or any RMT LLC, RMT and their respective Subsidiaries of the Borrower required in accordance with the provisions of the Barrett Loan Agreement. For the avoidance of doubt, the mod▇▇▇▇▇▇▇on or limitation of voting rights with respect to any Equity Interests shall not constitute a disposition of property. The Banks hereby acknowledge that Williams Midstream Natural Gas, Inc. has entered into a sto▇▇▇▇ ▇▇▇se more fully described on Schedule XVI attached hereto. The property subject to the lease is encumbered by Liens granted pursuant to the Security Documents. The Banks hereby authorize and instruct the Collateral Trustee to execute the Non-Disturbance and Attornment Agreement substantially in the form attached hereto as part of Schedule XVILoan Agreement."
Appears in 1 contract
Asset Disposition. Sell, lease, transfer or otherwise dispose of, or permit any of its their Material Subsidiaries or the Guarantors to sell, lease, transfer or otherwise dispose of, any property of the Borrower Borrowers or any Guarantor or any Material Subsidiary of the BorrowerBorrowers, except:
(i) sales of inventory in the ordinary course of business and on reasonable terms;
(ii) sales of worn out, surplus, or obsolete equipment in the ordinary course of business, if no Event of Default exists at the time of such sale;
(iii) replacement of equipment in the ordinary course of business with other equipment at least as useful and beneficial to the Borrower TWC or its Material Subsidiaries and their respective businesses as the equipment replaced if no Event of Default exists at the time of such replacement and an Acceptable Security Interest exists in such other equipment at the time of such replacement;
(iv) sales of other immaterial Property (other than Equity Interests, Debt or other obligations of any Subsidiary) in the ordinary course of business and on reasonable terms, if no Event of Default exists at the time of such sale; provided that Property may not be sold pursuant to this clause (iv) if the aggregate fair market value of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year;
(v) sales or other dispositions of assets which are not Collateral for cash in arm's length transactions;
(vi) sales, leases, transfers or other dispositions of the Refineries (in whole or in part, including to each other);
(vii) the MAPL Asset Disposition and Seminole Asset Disposition;
(viii) sales or other dispositions of assets of NewGP or its Subsidiaries and the transfer by Williams GP ▇▇▇▇▇▇▇▇ ▇▇ LLC to NewGP of the general partnership interests a▇▇ ▇▇▇▇▇▇▇▇e and incentive distribution rights in MLP;
(ix) Permitted Dispositions;
(x) sale of Equity Interests in NewGP;
(xi) transfers by the Guarantors to other Guarantors and transfers by non-Guarantor Subsidiaries to any other Subsidiary, in each case in the ordinary course of business;
(xii) transfers to the State of California of up to 6 turbines in connection with the settlement of the California Proceedings,;
(xiii) the Arctic Fox Capital Contribution; and
(xiv) transfers of Assets and Property by Subsidiaries of TGT which may not be restricted pursuant to that certain Indenture, Indenture dated as of April 11, 19941994 between TGT, between TGT as Issuer, and The Chase Manhattan Bank, as Trustee; provided that, that (A) 50% of the gross cash proceeds resulting from any disposition of Collateral permitted pursuant to clauses (ii), (iv) through (vii), (ix) and (x), shall be deposited immediately upon receipt to the Collateral Account to be maintained with, and under the control of, the Collateral Trustee pursuant to the Collateral Trust Agreement and applied in accordance with the terms and conditions of this the L/C Agreement and the Multiyear Williams Credit this Agreement and (B) assets disposed of pursuant to ▇▇▇▇▇▇▇ clauses (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP and (C) with respect to any Collateral replaced, exchanged or transferred (in the case of clause (xi) only), or any non-cash proceeds received from the sale, transfer or other disposition of Collateral, in each case pursuant to this Section 5.2(e5.02(l), the such Borrower shall undertake all actions as more fully set forth in, and subject to, Section 5.1(f5.01(f) to (1) grant an Acceptable Security Interest in favor of the Collateral Trustee on any new Collateral resulting from any such replacement or exchange or on the non-cash proceeds received from the sale or other disposition of Collateral and (2) in the case of Collateral transferred pursuant to clause (xi), to maintain an Acceptable Security Interest on such transferred Collateral. In connection with a requested release of Collateral pursuant to this Section 5.25.02(l), the Borrower TWC shall deliver a Release Notice (as defined in the Collateral Trust Agreement) to the Collateral Trustee and the Collateral Trustee shall be required to forward such notice to the designated group pursuant to the terms of Section 2.5 of the Collateral Trust Agreement. If the notice period specified in the Collateral Trust Agreement expires prior to the Collateral Trustee receiving any objection to the specified release, then (x) the Collateral Trustee will execute and deliver all documents as may reasonably be requested to effect a release of the Liens on any such Collateral held by the Collateral Trustee pursuant to the Collateral Trust Agreement and the other Security L/C Collateral Documents, (y) any Guarantor that is the owner of the assets subject to a disposition permitted pursuant to this Section 5.2(e5.02(l) and whose entire Equity Interests are being conveyed in connection with such disposition, together with the Subsidiary or Subsidiaries that own such Equity Interests with respect to such ownership, shall be automatically released as a Guarantor under the Midstream Guaranty and as a party, or parties if as applicable, to the Collateral Trust Agreement, Pledge Agreement and Security Agreement and (z) each Bank shall be deemed to have affirmatively approved the release of such Collateral and to the extent applicable, the release of such Guarantor, Guarantor and its owners owners, to the extent applicable, from the terms and conditions of the Midstream Guaranty, Collateral Trust Agreement, Pledge Agreement and Security Agreement. Notwithstanding anything in this Section 5.2(e5.02(l) to the contrary, and for greater certainty, nothing in this Agreement shall prohibit (1) the a transfer of Equity Interests of RMT from TWC to RMT LLC or any RMT Asset Disposition or (2) TWC or any of its Subsidiaries (including RMT LLC, RMT and their respective Subsidiaries) from selling, leasing, transferring or otherwise disposing of any property of the Borrower Borrowers or any Subsidiaries of the Borrower Borrowers in accordance with the provisions of the Barrett ▇▇▇▇▇▇▇ Loan Agreement. For the avoidance of doubt, the mod▇▇▇▇▇▇▇on modification or limitation of voting rights with respect to any Equity Interests shall not constitute a disposition of property. The Banks hereby acknowledge that Williams ▇▇▇▇▇▇▇▇ Midstream Natural Gas, Inc. has entered into a sto▇▇▇▇ ▇▇▇se storage lease more fully described on Schedule XVI V attached hereto. The property subject to the lease is encumbered by Liens granted pursuant to the Security Documents. The Banks hereby authorize and instruct the Collateral Trustee to execute the Non-Disturbance and Attornment Agreement substantially in the form attached hereto as part of Schedule XVI.V.
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