Common use of Asset Disposition Clause in Contracts

Asset Disposition. Sell, lease, transfer or otherwise dispose of, or permit any of their Material Subsidiaries to sell, lease, transfer or otherwise dispose of, any property of the Borrowers or any Material Subsidiary of the Borrowers, except (i) sales of inventory in the ordinary course of business and on reasonable terms, (ii) sales of worn 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 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 of assets which are not Collateral for cash in arm's length transactions, (vi) sales or other dispositions of WPC or the Refineries, (vii) sales of MAPL and Seminole and (viii) sales or other dispositions of assets of Xxxxxxxx XX LLC or Xxxxxxxx Energy Partners L.P.; provided that (A) the proceeds from any disposition permitted pursuant to clauses (i) through (vi), shall be applied in accordance with the terms and conditions of 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. Upon receipt of a written request therefor from the applicable Borrower relating to dispositions permitted pursuant to this Section 5.02(l), (x) the Collateral 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 the Collateral Trust Agreement and other L/C Collateral Documents and (y) each Bank shall be deemed to have affirmatively approved the release of such Collateral. Notwithstanding anything in this Section 5.02(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 (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 Borrowers or any Subsidiaries of the Borrowers in accordance with the provisions of the Xxxxxxx Loan Agreement.

Asset Disposition. SellNot, lease, transfer or otherwise dispose of, or and not permit any of their Material Subsidiaries to other Loan Party to, sell, lease, transfer transfer, or otherwise dispose of, of any property assets of the Borrowers Borrower or any Material Subsidiary other Loan Party except (a) transfers of assets to any of the Borrowers, except (i) sales of inventory in the ordinary course of business and on reasonable termsLoan Parties, (iib) sales Asset Dispositions of worn out or obsolete equipment Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8) sold in the ordinary course of business, if no Event of Default exists at (c) obsolete or worn out equipment and (d) subject to the time following sentence, Asset Dispositions to the extent the aggregate Net Cash Proceeds of such saleAsset Dispositions does not exceed, (iii) replacement in any such Fiscal Year, 20% of equipment the Tangible Assets of the Borrower and the other Loan Parties, as of the end of the immediately preceding Fiscal Year, and to the extent 100% of the consideration for such Asset Dispositions is in the ordinary course of business with other equipment at least as useful and beneficial to 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 salecash; provided that Property may not be sold pursuant that, to the extent otherwise meeting the requirements of this clause (ivd): (1) if Net Cash Proceeds from Asset Dispositions which in the aggregate fair market value event that the assets subject to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year, (v) sales of assets which are not Collateral for cash in arm's length transactions, (vi) sales or other dispositions of WPC or the Refineries, (vii) sales of MAPL and Seminole and (viii) sales or other dispositions of assets of Xxxxxxxx XX LLC or Xxxxxxxx Energy Partners L.P.; provided that (A) the proceeds from any disposition permitted pursuant to clauses (i) through (vi), such property shall be applied in accordance with made subject to the terms and conditions of this Agreement and (B) assets disposed of pursuant to clauses (i) through (v) shall not constitute a material part Lien of the assets applicable Collateral Documents in favor of TGPL, TGT or NWP. Upon receipt of a written request therefor from the applicable Borrower relating to dispositions permitted pursuant to this Section 5.02(l), (x) the Collateral 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 the Collateral Trust Agreement and other L/C Collateral Documents and (y) each Bank shall be deemed to have affirmatively approved the release of such Collateral. Notwithstanding anything in this Section 5.02(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 (2) TWC in the event that the assets subject to such Asset Disposition did not constitute Collateral, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Asset Disposition or any in property which is otherwise used or useful in the business of its Subsidiaries the Borrower and the other Loan Parties, and in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within ninety (including RMT LLC90) days after the end of such period, RMT and their respective Subsidiaries) such Net Cash Proceeds will be excluded from selling, leasing, transferring or otherwise disposing the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds of any property asset sales, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets of the Borrowers or any Subsidiaries Borrower and the Loan Parties, the Borrower shall be required to make prepayments of the Borrowers Term Loan in accordance with Section 6.2.2 and the provisions Revolving Commitment shall be reduced as set forth in Section 6.1.2. Notwithstanding the foregoing, on terms and conditions acceptable to Administrative Agent and Required Lenders, Borrower may, at any one time, sell its accounts receivable up to an aggregate amount of the Xxxxxxx Loan Agreement$65,000,000.

Asset Disposition. Sell, lease, transfer or otherwise dispose of, or permit any of their its Material Subsidiaries or the Guarantors to sell, lease, transfer or otherwise dispose of, any property of the Borrowers Borrower or any Guarantor or Material Subsidiary of the BorrowersBorrower, except (i) sales of inventory in the ordinary course of business and on reasonable terms, (ii) sales of worn 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 TWC 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 of assets which are not Collateral for cash in arm's length transactions, (vi) sales or other dispositions of WPC Williams Pipelines Central, Inc. or the Refineries, (vii) sales of sxxxx xx MAPL and Seminole and (viii) sales or other dispositions of assets of Xxxxxxxx XX Williams GP LLC or Xxxxxxxx Williams Energy Partners L.P.; provided that xxxx, (AX) xx xxxx xx xxx Xxltiyear Williams Credit Agreement is still in effect, the proceeds xxxxxxxx from any disposition permitted pursuant to clauses (i) through (vi), ) shall be applied in accordance with the terms and conditions of this the Multiyear Williams Credit Agreement and (B) assets disposed of pursuant to clauses pursuaxx xx xxauses (i) through (v) shall not constitute a material part of the assets of TGPL, TGT or NWP. Upon receipt of a written request therefor from the applicable Borrower relating to dispositions permitted pursuant to this Section 5.02(l5.2(e), (x) the Collateral 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 L/C Collateral Security Documents and (y) each Bank shall be deemed to have affirmatively approved the release of such Collateral. Notwithstanding anything in this Section 5.02(l5.2(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 (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 Borrowers or any Subsidiaries of the Borrowers in accordance with the provisions of the Xxxxxxx Barrett Loan Agreement.

Asset Disposition. SellThe Company shall not sell, lease, transfer or otherwise dispose of, or permit any of their Material Subsidiaries to sell, lease, transfer or otherwise dispose of, any property of the Borrowers Company or any Material Subsidiary of the BorrowersCompany, except (i) sales of inventory in the ordinary course of business and on reasonable terms, (ii) sales of worn 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 TWC the 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 of assets which are not Collateral for cash in arm's length transactions, ; (vi) sales or other dispositions of WPC or the Refineries, (vii) sales of MAPL and Seminole and (viii) sales or other dispositions of assets of Xxxxxxxx XX LLC or Xxxxxxxx Energy Partners L.P.; provided that (A) the proceeds from any disposition permitted pursuant to clauses (i) through (vi), vii) shall be applied in accordance with the terms and conditions of 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. Upon receipt of a written request therefor from the applicable Borrower relating to dispositions permitted pursuant to this Section 5.02(l), (x) the Collateral 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 the Collateral Trust Agreement and other L/C Collateral Documents and (y) each Bank shall be deemed to have affirmatively approved the release of such Collateral. Notwithstanding anything in this Section 5.02(l) 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 (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 Borrowers or any RMT LLC, RMT and their respective Subsidiaries of the Borrowers required in accordance with the provisions of the Xxxxxxx Loan Agreement."

Asset Disposition. SellNot, lease, transfer or otherwise dispose of, or and not permit any of their Material Subsidiaries other Loan Party to sell, lease, transfer transfer, or otherwise dispose of, of any property assets of the Borrowers Borrower or any Material Subsidiary other Loan Party except (a) transfers of assets to any of the Borrowers, except (i) sales of inventory in the ordinary course of business and on reasonable termsLoan Parties, (iib) sales Asset Dispositions of worn out or obsolete equipment Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8) sold in the ordinary course of business, if no Event of Default exists at (c) obsolete or worn out equipment and (d) subject to the time following sentence, Asset Dispositions to the extent the aggregate Net Cash Proceeds of such saleAsset Dispositions does not exceed, (iii) replacement in any such Fiscal Year, 20% of equipment the Tangible Assets of the Borrower and the other Loan Parties, as of the end of the immediately preceding Fiscal Year, and to the extent 100% of the consideration for such Asset Dispositions is in the ordinary course of business with other equipment at least as useful and beneficial to 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 salecash; provided that Property may not be sold pursuant that, to the extent otherwise meeting the requirements of this clause (ivd): (1) if Net Cash Proceeds from Asset Dispositions which in the aggregate fair market value event that the assets subject to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year, (v) sales of assets which are not Collateral for cash in arm's length transactions, (vi) sales or other dispositions of WPC or the Refineries, (vii) sales of MAPL and Seminole and (viii) sales or other dispositions of assets of Xxxxxxxx XX LLC or Xxxxxxxx Energy Partners L.P.; provided that (A) the proceeds from any disposition permitted pursuant to clauses (i) through (vi), such property shall be applied in accordance with made subject to the terms and conditions of this Agreement and (B) assets disposed of pursuant to clauses (i) through (v) shall not constitute a material part Lien of the assets applicable Collateral Documents in favor of TGPL, TGT or NWP. Upon receipt of a written request therefor from the applicable Borrower relating to dispositions permitted pursuant to this Section 5.02(l), (x) the Collateral 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 the Collateral Trust Agreement and other L/C Collateral Documents and (y) each Bank shall be deemed to have affirmatively approved the release of such Collateral. Notwithstanding anything in this Section 5.02(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 (2) TWC in the event that the assets subject to such Asset Disposition did not constitute Collateral, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Asset Disposition or any in property which is otherwise used or useful in the business of its Subsidiaries the Borrower and the other Loan Parties, and in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within ninety (including RMT LLC90) days after the end of such period, RMT and their respective Subsidiaries) such Net Cash Proceeds will be excluded from selling, leasing, transferring or otherwise disposing the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds of any property asset sales, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets of the Borrowers or any Subsidiaries of Borrower and the Borrowers Loan Parties, the Borrower shall be required to make prepayments in accordance with Section 6.2.2(i) and the provisions of the Xxxxxxx Loan AgreementRevolving Commitment shall be reduced as set forth in Section 6.2.2(a).

Asset Disposition. SellNot, lease, transfer or otherwise dispose of, or and not permit any of their Material Subsidiaries other Loan Party to sell, lease, transfer transfer, or otherwise dispose of, of any property assets of the Borrowers Borrower or any Material Subsidiary other Loan Party except (a) transfers of assets to any of the Borrowers, except (i) sales of inventory in the ordinary course of business and on reasonable termsLoan Parties, (iib) sales Asset Dispositions of worn out or obsolete equipment Inventory of any of the Loan Parties and Fixed Assets of any of the Loan Parties (in each case subject to clause (d) of this Section 11.8 and the latter also subject to Section 11.14.4) sold in the ordinary course of business, if no Event of Default exists at (c) obsolete or worn out equipment and (d) subject to the time following sentence, Asset Dispositions to the extent the aggregate Net Cash Proceeds of such saleAsset Dispositions does not exceed, (iii) replacement in any such Fiscal Year, 20% of equipment the Tangible Assets of the Borrower and the other Loan Parties, as of the end of the immediately preceding Fiscal Year, and to the extent 100% of the consideration for such Asset Dispositions is in the ordinary course of business with other equipment at least as useful and beneficial to 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 salecash; provided that Property may not be sold pursuant that, to the extent otherwise meeting the requirements of this clause (ivd): (1) if Net Cash Proceeds from Asset Dispositions which in the aggregate fair market value event that the assets subject to such Asset Disposition constituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of all Property sold pursuant to this clause (iv) exceeds $250,000 in any year, (v) sales of assets which are not Collateral for cash in arm's length transactions, (vi) sales or other dispositions of WPC or the Refineries, (vii) sales of MAPL and Seminole and (viii) sales or other dispositions of assets of Xxxxxxxx XX LLC or Xxxxxxxx Energy Partners L.P.; provided that (A) the proceeds from any disposition permitted pursuant to clauses (i) through (vi), such property shall be applied in accordance with made subject to the terms and conditions of this Agreement and (B) assets disposed of pursuant to clauses (i) through (v) shall not constitute a material part Lien of the assets applicable Collateral Documents in favor of TGPL, TGT or NWP. Upon receipt of a written request therefor from the applicable Borrower relating to dispositions permitted pursuant to this Section 5.02(l), (x) the Collateral 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 the Collateral Trust Agreement and other L/C Collateral Documents and (y) each Bank shall be deemed to have affirmatively approved the release of such Collateral. Notwithstanding anything in this Section 5.02(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 (2) TWC in the event that the assets subject to such Asset Disposition did not constitute Collateral, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Asset Disposition or any in property which is otherwise used or useful in the business of its Subsidiaries (including RMT LLCthe Borrower and the other Loan Parties, RMT and their respective Subsidiaries) in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets or property within the 180-day period after the applicable Asset Disposition or committed to be reinvested within 90 days after the end of such period, such Net Cash Proceeds will be excluded from selling, leasing, transferring or otherwise disposing the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the net sales proceeds of any property asset sales, including the sale of any business, Subsidiary or investment, for any Fiscal Year are greater than 20% of Consolidated Tangible Assets of the Borrowers or any Subsidiaries of Borrower and the Borrowers Loan Parties, the Borrower shall be required to make prepayments in accordance with Section 6.2.2(i) and the provisions of the Xxxxxxx Loan AgreementRevolving Commitment shall be reduced as set forth in Section 6.2.2(a).

Asset Disposition. SellThe Company shall not sell, lease, transfer or otherwise dispose of, or permit any of their Material Subsidiaries or the Guarantors to sell, lease, transfer or otherwise dispose of, any property of the Borrowers Company or any Guarantor or any Material Subsidiary of the BorrowersCompany, except (i) sales of inventory in the ordinary course of business and on reasonable terms, (ii) sales of worn out 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 TWC the 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 sales, leases, transfers or other dispositions of WPC the Refineries (in whole or the Refineriesin part, including to each other), (vii) sales of the MAPL Asset Disposition and Seminole and Asset Disposition, (viii) sales or other dispositions of assets of Xxxxxxxx XX NewGP or its Subsidiaries and the transfer by Williams GP, LLC or Xxxxxxxx Energy Partners L.P.to NewGP of the general partnership interests and ixxxxxxxx xxstribution 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 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 (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, as Issuer 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 (iii), (iv) through (vivii), shall (ix) and (x), 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 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. Upon receipt NWP and (C) with respect to any Collateral replaced, exchanged or transferred (in the case of a written request therefor clause (xi) only) or any non-cash proceeds received from the applicable Borrower relating to dispositions permitted sale, transfer or other disposition of Collateral, in each case pursuant to this SECTION 8.16, the Company (or such Material Subsidiary or Guarantor, as applicable) shall undertake all actions as more fully set forth in, and subject to, Section 5.02(l), (x5.01(f) the Collateral 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 Primary Credit Agreement to (1) grant an Acceptable Security Interest in favor of the Collateral Trustee pursuant 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 Trust Agreement and other L/C Collateral Documents and (y2) each Bank shall be deemed in the case of Collateral transferred pursuant to have affirmatively approved the release of clause (xi), to maintain an Acceptable Security Interest on such transferred Collateral. Notwithstanding anything in this Section 5.02(l) 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 Borrowers Company or any of its Subsidiaries of the Borrowers in accordance with the provisions of the Xxxxxxx Barrett Loan Agreement. For the avoidance of doubt, modification or xxxxxxxion of voting rights with respect to any Equity Interests shall not constitute a disposition of property.

Asset Disposition. SellIf, lease(A) after the date of this Agreement, transfer the ----------------- - Borrower sells, disposes or otherwise dispose of, transfers any or permit any of their Material Subsidiaries to sell, lease, transfer or otherwise dispose of, any property all of the Borrowers or any Material Subsidiary Specified Assets (other than a license of the Borrowers, except (i) sales of inventory HDTV Patents in the ordinary course of business and on reasonable terms, (iiof the Borrower) sales of worn 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 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 of assets which are not Collateral for cash in arm's length transactions, (vi) sales or other dispositions of WPC or the Refineries, (vii) sales of MAPL and Seminole and (viii) sales or other dispositions of assets of Xxxxxxxx XX LLC or Xxxxxxxx Energy Partners L.P.; provided that (A) the proceeds from any disposition permitted pursuant to clauses (i) through (vi), shall be applied in accordance with the terms and conditions of this Agreement and (B) assets disposed of pursuant to clauses after the date the Obligations (ias defined - in the Citicorp Credit Agreement) through (v) shall not constitute a material part due and owing are paid in full and the obligation of the assets of TGPLbanks thereunder to lend is terminated, TGT or NWP. Upon receipt of a written request therefor from the applicable Borrower relating to dispositions permitted pursuant to this Section 5.02(l), (x) the Collateral 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 the Collateral Trust Agreement and other L/C Collateral Documents and (y) each Bank shall be deemed to have affirmatively approved the release of such Collateral. Notwithstanding anything in this Section 5.02(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 (2) TWC or any of its Subsidiaries (including RMT LLCsells, RMT and their respective Subsidiaries) from selling, leasing, transferring disposes or otherwise disposing transfers any or all of its assets (other than the PIK Specified Assets), then within two Business Days of the receipt of the proceeds of such asset disposition, the Borrower shall prepay principal of the Loans in an amount equal to the net proceeds of such asset disposition, together with interest accrued thereon. Promptly upon entering into a definitive agreement to dispose of any property or all of the Borrowers Specified Assets or any Subsidiaries other assets (other than the PIK Specified Assets), the Borrower will give LGE written notice of (i) the Specified - Assets or the other assets to be sold, (ii) the anticipated amount of the Borrowers in accordance with -- proceeds of such disposition and (ii) the provisions date or anticipated date, as the -- case may be, of such disposition. Upon the date of such asset disposition, the Borrower will give LGE notice of (i) the Specified Assets or the other - assets sold (other than the PIK Specified Assets), (ii) the amount of the Xxxxxxx Loan Agreement-- proceeds of such asset disposition, (iii) the date of such asset --- disposition, (iv) the aggregate amount of the Loans to be prepaid, (v) the -- aggregate amount of interest to be paid, and (vi) the date of such -- prepayment.