Common use of Dispositions of Assets Clause in Contracts

Dispositions of Assets. Except as otherwise provided in this Section, none of the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, become a party to or effect any disposition of assets (other than (x) an Excluded Asset Disposition which shall be deemed to be permitted by this Section 7.04(b), and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case of the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary.

Dispositions of Assets. Except as otherwise provided in this Section(a) The Guarantor will not dispose of any capital stock of any Subsidiary Guarantor other than to another Subsidiary Guarantor, none of the Borrowers or the Non-Borrower Subsidiaries (permit any Subsidiary Guarantor to issue capital stock to any Person other than the Insurance Subsidiary) shallGuarantor or another Subsidiary Guarantor, directly except in each case for a PCS Disposition; provided, that no such issuance or indirectly, become a party to or effect any disposition of assets (capital stock of PCS shall be to any Subsidiary Guarantor and no such issuance or disposition of capital stock of a Subsidiary of PCS shall be to the Guarantor or any Subsidiary Guarantor other than PCS or a Subsidiary of PCS. (xb) an Excluded Asset The Guarantor will not, and will not permit any Subsidiary Guarantor to, dispose of any property or assets except (i) any Permitted Disposition; (ii) any PCS Disposition which or sale or other disposition of the capital stock of Xxxxxxxxx.xxx; or (iii) any other disposition of property or assets of the Guarantor or any Subsidiary for fair value not in the ordinary course of business; provided that with respect to such dispositions of Collateral under this clause, (vi) at least 75% of the consideration therefor shall be deemed to be permitted by this Section 7.04(b)consist of cash, and (y2) the Net Cash Proceeds of such disposition of Collateral are applied as provided in Section 4.05 of the Collateral Trust and Intercreditor Agreement. (c) The consideration received by the Guarantor or the applicable Subsidiary Guarantor for any PCS Disposition or the disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose capital stock of all or any material portion of its assets to another Borrower, and Xxxxxxxxx.xxx shall be for the avoidance fair market value of doubtsuch disposition and consist solely of a combination of at least 75% cash and no more than 25% of publicly traded securities, in each case payable and notwithstanding anything else in this Section 7.04(bdeliverable at the closing of such disposition, unless, (i) to the contrary, in the case of a PCS Disposition, the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, "Required Banks" under the PCS Facility otherwise agree or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swapa disposition of the capital stock of Xxxxxxxxx.xxx, so long as such asset swap the "Required Banks" under the RCF Facility otherwise agree. Consideration in the reasonable business judgment form of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment forgiveness of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will intercompany obligations shall be under no obligation to release their Lien on any disregarded for purposes of the Collateral subject to a Disposition pursuant to the terms determinations of compliance with this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary1.19(c).

Dispositions of Assets. Except as otherwise provided in this Section(a) The Borrower will not dispose of any capital stock of any Subsidiary Guarantor other than to another Subsidiary Guarantor, none of the Borrowers or the Non-Borrower Subsidiaries (permit any Subsidiary Guarantor to issue capital stock to any Person other than the Insurance Subsidiary) shallBorrower or another Subsidiary Guarantor, directly except in each case for a PCS Disposition; provided that no such issuance or indirectly, become a party to or effect any disposition of assets (capital stock of PCS shall be to any Subsidiary Guarantor and no such issuance or disposition of capital stock of a Subsidiary of PCS shall be to the Borrower or any Subsidiary Guarantor other than PCS or a Subsidiary of PCS. (xb) an Excluded Asset The Borrower will not, and will not permit any Subsidiary Guarantor to, dispose of any property or assets except (i) any Permitted Disposition; (ii) any PCS Disposition which or sale or other disposition of the capital stock of Xxxxxxxxx.xxx; (iii) any other disposition of property or assets of the Borrower or any Subsidiary for fair value not in the ordinary course of business; provided that with respect to such dispositions of Collateral under this clause, (1) at least 75% of the consideration therefor shall be deemed to be permitted by this Section 7.04(b)consist of cash, and (y2) the Disposition Net Cash Proceeds of assets or Equity Interests owned such disposition of Collateral are applied as provided in Section 4.05 of the Collateral Trust and Intercreditor Agreement. (c) The consideration received by a the Borrower or Non-Borrower the applicable Subsidiary to a Borrower except that Guarantor for any PCS Disposition or the Parent may not Dispose disposition of all or any material portion the capital stock of its assets to another Borrower, and Xxxxxxxxx.xxx shall be for the avoidance fair market value of doubtsuch disposition and consist solely of a combination of at least 75% cash and no more than 25% of publicly traded securities, in each case payable and notwithstanding anything else in this Section 7.04(bdeliverable at the closing of such disposition, unless, (i) to the contrary, in the case of a PCS Disposition, the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, "REQUIRED BANKS" under the PCS Facility otherwise agree or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swapa disposition of the capital stock of Xxxxxxxxx.xxx, so long as such asset swap the "REQUIRED BANKS" under the RCF Facility otherwise agree. Consideration in the reasonable business judgment form of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment forgiveness of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will intercompany obligations shall be under no obligation to release their Lien on any disregarded for purposes of the Collateral subject to a Disposition pursuant to the terms determinations of compliance with this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary5.19(c).

Dispositions of Assets. Except as otherwise provided in this Section, none Without limiting the obligation of the Borrowers or Borrower under Section 7.03 to obtain the Non-consent of the Required Lenders to any Disposition not otherwise permitted hereunder, the Borrower Subsidiaries agrees (other than i) two (2) Business Days prior to the Insurance Subsidiary) shall, directly or indirectly, become a party to or effect occurrence of any disposition of assets (or properties other than pursuant to Section 7.03(a), to deliver to the Administrative Agent (in sufficient copies for each Lender) a statement, certified by the chief executive officer or chief financial officer of the Borrower and in reasonable detail, of the estimated amount of the Net Cash Proceeds of such Disposition and (ii) that in the event such Disposition is completed, the Borrower will prepay the Notes, and the Revolver Commitments will be subject to automatic reduction by an amount equal to the portion of such prepayments applied to the Revolver Notes, as follows: (A) on the date of such Disposition, in an aggregate amount equal to 100% of the Net Cash Proceeds of such Disposition received by the Borrower or any of the Subsidiaries on the date of such Disposition; and (B) thereafter, quarterly, on the date of the delivery to the Administrative Agent pursuant to Section 6.05 hereof of the financial statements for each fiscal quarter or (if earlier) the date which is forty-five (45) days after the end of such fiscal quarter, to the extent the Borrower or any Subsidiary shall receive Net Cash Proceeds during such fiscal quarter under deferred payment arrangements or investments entered into or received in connection with any Disposition, an amount equal to 100% of the aggregate amount of such Net Cash Proceeds, provided that if, prior to the date upon which the Borrower would otherwise be required to make a prepayment under this paragraph (B) with respect to any fiscal quarter, all such Net Cash Proceeds received in cash shall aggregate an amount that will require a prepayment of $250,000 or more under this paragraph (B) with respect to such fiscal quarter, then the Borrower shall immediately make a prepayment under this paragraph (B) in an amount equal to such required prepayment. Notwithstanding the foregoing, provided that no Default exists as of the date of any such Disposition, the Borrower shall not be required to make a prepayment pursuant to this Section 1.07(g) with respect to the first $20,000,000 in Net Cash Proceeds from any such Disposition or all Dispositions in the aggregate after the date hereof in the event that the Borrower advises the Administrative Agent at the time the Net Cash Proceeds from such Disposition (or the last in any such series of Dispositions) are received that it intends to reinvest such Net Cash Proceeds in replacement assets pursuant to a Permitted Acquisition, so long as: (1) such Net Cash Proceeds are (x) an Excluded Asset Disposition held by the Administrative Agent in the Collateral Account pending such reinvestment, in which shall be deemed event the Administrative Agent need not release such Net Cash Proceeds except upon presentation of evidence satisfactory to it that such Net Cash Proceeds are to be permitted by so reinvested in compliance with the provisions of this Section 7.04(b)Agreement, and (y) applied by the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case prepayment of the transactions described Revolver Notes without permanent reduction of the Revolver Commitments in such amount (in which event the Borrower agrees to advise the Administrative Agent in writing at the time of such prepayment of Revolver Notes that such prepayment is being made from the proceeds of a Disposition) or (z) held and applied in any combination of clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Dispositionabove; and (ii2) the Borrowers Net Cash Proceeds from any such Disposition are in fact so reinvested prior to the earlier to occur of (x) 180 days following the date of such Disposition, unless a definitive agreement with respect to a Permitted Acquisition utilizing Net Cash Proceeds shall have been entered into within such period, or (y) in such event, 270 days following such Disposition, it being understood that, in the event Net Cash Proceeds from more than one Disposition are paid into the Collateral Account or applied to the prepayment of the Revolver Notes as provided in subparagraph (1) above, such Net Cash Proceeds shall be deemed to be released in the same order in which such Dispositions occurred. Accordingly, any such Net Available Proceeds so held for more than the 180 or 270 day period referred to in subparagraph (2) above shall be forthwith applied to the prepayment of the Notes and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries reduction of the Parent from and after Revolver Commitments (by an amount equal to the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution portion of such directors which prepayments applied to the Revolver Notes) as provided above. Nothing in this Section 1.07 shall be delivered by the Parent deemed to obligate the Administrative Agent prior to release any of such proceeds from the Collateral Account to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiaryany Subsidiary for purposes of reinvestment as aforesaid during the existence of any Default.

Dispositions of Assets. Except (1) Immediately upon receipt by LS&Co or any of its Domestic Subsidiaries of cash proceeds (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as otherwise provided in this Section, none and when so received) of the Borrowers or the Non-Borrower Subsidiaries any Disposition of Collateral (other than the Insurance SubsidiaryTrademark Subfacility Collateral) shallor within five (5) Business Days of receipt by LS&Co or any of its Domestic Subsidiaries of cash proceeds (including any cash received by way of deferred payment pursuant to, directly or indirectlyby monetization of, become a party to note receivable or effect otherwise, but only as and when so received) of any disposition Dispositions of assets property other than Collateral (other than any licenses of such property permitted under Section 7.17(g)), the Borrowers shall prepay the Revolving Loans in an amount equal to all such cash proceeds, net of (xA) an Excluded Asset Disposition which shall be deemed commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to be such transaction and payable by LS&Co and its Domestic Subsidiaries in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens are permitted by this under Section 7.04(b7.13), if any, and (yD) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or an appropriate reserve for income taxes in accordance with GAAP in connection therewith (“Net Proceeds”); provided that, at any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case of the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) belowtime an IP Facility remains outstanding, no such prepayment shall be required in respect of any Disposition of IP Facility Collateral to the extent that the Net Proceeds of such Disposition are required to be applied to repayment of such IP Facility; provided further that the requirements of this Section 3.4(b)(i)(1) shall trigger the requirement not apply to provide the deliverables any Dispositions made during any Minimum Excess Availability Period. Any prepayment required under this Section and no such Disposition 3.4(b)(i)(1) shall count against be applied in accordance with Section 3.4(b)(i)(3). (2) At any time on or prior to the Disposition Basket (defined below)); providedTrademark Subfacility Payoff Date, that, so long as no Default immediately upon receipt by LS&Co or Event any of Default has occurred and is continuing, or would result therefrom its Domestic Subsidiaries of cash proceeds (including any cash received by way of crossdeferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) of any Disposition of any Trademark Subfacility Collateral (other than any licenses of Trademark Subfacility Collateral permitted under Section 7.17(g)), the Borrowers shall prepay the Trademark Subfacility Loans in an amount equal to all such cash proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by LS&Co and its Domestic Subsidiaries in connection therewith (in each case, paid to non-default to any other IndebtednessAffiliates), (B) during the term of transfer taxes, and (C) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any prepayment required under this Agreement,Section 3.4(b)(i)(2) shall be applied in accordance with Section 3.4(b)(i)(3). (i3) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (iiPrepayments from proceeds of asset dispositions in accordance with Section 3.4(b)(i)(1) the Borrowers and shall be applied as follows: first, to prepay principal of the Non-Borrower Subsidiaries may dispose ofRatable Loans and Agent Advances, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries and second, to prepay principal of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary.Revolving

Dispositions of Assets. Except as otherwise provided in this SectionNeither the Borrower nor any Guarantor will, and none of them will permit any other Material Subsidiary to, sell, assign, convey, lease, sublet, transfer, swap, exchange or otherwise dispose of any of the Borrowers assets, business or other properties of any Credit Party or any such Material Subsidiary to any Person, whether in a single transaction or in a series of related transactions, except for: (a) sales of inventory (but not of accounts receivable) in the Non-Borrower Subsidiaries ordinary course of business of such Credit Party or any such Subsidiary; (other than the Insurance Subsidiaryb) shall, directly or indirectly, become a party to or effect any disposition dispositions of assets in the ordinary course of business in arm's-length transactions by such Credit Party or any such Subsidiary to the extent such assets either are no longer used or useful to such Credit Party or such Subsidiary or are promptly replaced by other assets of at least equal usefulness; (other than (xc) an Excluded Asset Disposition which any such disposition by any Credit Party or any Wholly Owned Subsidiary to any Credit Party or any Wholly Owned Subsidiary, as the case may be; provided, however, that the Credit Parties shall maintain their respective assets and operations substantially in accordance with their respective assets and operations as of the date hereof, and that in the case of any such disposition by any Credit Party to a Wholly Owned Subsidiary, each Credit Party agrees that such disposition shall be deemed in the ordinary course of business consistent with past practice and shall be accomplished upon fair and reasonable terms to be permitted such Credit Party; (d) (i) sales or Asset Swaps of SKTV or any of its Subsidiaries or by this Section 7.04(b), and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose SKTV of all or any material portion substantially all of its assets or its Subsidiaries' television broadcast stations, on an arm's-length basis for at least fair consideration; provided that such sale or Asset Swap shall constitute an "Asset Sale" to another Borrowerthe extent of any cash consideration thereof, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contraryprovided further that, in the case of the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution acquiror of such directors which shall be delivered by the Parent to stations becoming a Subsidiary, the Administrative Agent prior shall have received a written instrument, in form and substance satisfactory to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, by which such acquiror becomes a Credit Party to this Agreement (unless it cannot legally do so) or (ii) sales by Savoy of some or all of its Subsidiaries' or Affiliates' assets on an arm's length basis for at least fair consideration; and in the each case of an asset swap, so long as such asset swap described in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior clause (i) and (ii) above subject to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary.following conditions:

Dispositions of Assets. Except as otherwise provided in this Section(a) The Borrower will not dispose of any capital stock of any Subsidiary Guarantor other than to another Subsidiary Guarantor, none of the Borrowers or the Non-Borrower Subsidiaries (permit any Subsidiary Guarantor to issue capital stock to any Person other than the Insurance Subsidiary) shallBorrower or another Subsidiary Guarantor, directly except in each case for a PCS Disposition; provided that no such issuance or indirectly, become a party to or effect any disposition of assets (capital stock of PCS shall be to any Subsidiary Guarantor and no such issuance or disposition of capital stock of a Subsidiary of PCS shall be to the Borrower or any Subsidiary Guarantor other than PCS or a Subsidiary of PCS. (xb) an Excluded Asset The Borrower will not, and will not permit any Subsidiary Guarantor to, dispose of any property or assets except (i) any Permitted Disposition; (ii) any PCS Disposition which or sale or other disposition of the capital stock of Xxxxxxxxx.xxx; (iii) any other disposition of property or assets of the Borrower or any Subsidiary for fair value not in the ordinary course of business; provided that with respect to such dispositions of Collateral under this clause, (1) at least 75% of the consideration therefor shall be deemed to be permitted by this Section 7.04(b)consist of cash, and (y2) the Disposition Net Cash Proceeds of assets or Equity Interests owned such disposition of Collateral are applied as provided in Section 4.05 of the Collateral Trust and Intercreditor Agreement. (c) The consideration received by a the Borrower or Non-Borrower the applicable Subsidiary to a Borrower except that Guarantor for any PCS Disposition or the Parent may not Dispose disposition of all or any material portion the capital stock of its assets to another Borrower, and Xxxxxxxxx.xxx shall be for the avoidance fair market value of doubtsuch disposition and consist solely of a combination of at least 75% cash and no more than 25% of publicly traded securities, in each case payable and notwithstanding anything else in this Section 7.04(bdeliverable at the closing of such disposition, unless, (i) to the contrary, in the case of a PCS Disposition, the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, Required Banks otherwise agree or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swapa disposition of the capital stock of Xxxxxxxxx.xxx, so long as such asset swap the "Required Banks" under the RCF Facility otherwise agree. Consideration in the reasonable business judgment form of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment forgiveness of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will intercompany obligations shall be under no obligation to release their Lien on any disregarded for purposes of the Collateral subject to a Disposition pursuant to the terms determinations of compliance with this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary5.19(c).

Dispositions of Assets. Except as otherwise provided in this Section, none Without limiting the obligation of the Borrowers or Borrower under SECTION 7.03 to obtain the Non-consent of the Required Lenders to any Disposition not otherwise permitted hereunder, the Borrower Subsidiaries agrees (other than i) two (2) Business Days prior to the Insurance Subsidiary) shall, directly or indirectly, become a party to or effect occurrence of any disposition of assets (or properties other than pursuant to SECTION 7.03(A), to deliver to the Administrative Agent (xin sufficient copies for each Lender) an Excluded Asset a statement, certified by the chief executive officer or chief financial officer of the Borrower and in reasonable detail, of the estimated amount of the Net Cash Proceeds of such Disposition which and (ii) that in the event such Disposition is completed, the Commitments shall be deemed automatically reduced as follows: (A) on the date of such Disposition, in an aggregate amount equal to be permitted 100% of the Net Cash Proceeds of such Disposition received by this Section 7.04(b), and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case of the transactions described in clauses (x) and (y) Subsidiaries on the date of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (iiB) thereafter, quarterly, on the date of the delivery to the administrative Agent pursuant to SECTION 6.05 hereof of the financial statements for each fiscal quarter or (if earlier) the Borrowers and date which is forty- five (45) days after the Non-end of such fiscal quarter, to the extent the Borrower Subsidiaries may dispose of, sell or transfer assets (including any Subsidiary shall receive Net Cash Proceeds during such fiscal quarter under deferred payment arrangements or investments entered into or received in connection with any Disposition, an asset swap) or Equity Interests of any Subsidiaries amount equal to 100% of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution amount of such directors which shall be delivered by the Parent to the Administrative Agent Net Cash Proceeds, PROVIDED that if, prior to the consummation date upon which the Borrower would otherwise be required to make a prepayment under this paragraph (B) with respect to any fiscal quarter, all such Net Cash Proceeds received in cash shall aggregate an amount that will require a prepayment of such sale $50,000 or transfer, along more under this paragraph (B) with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect respect to such sale or transfer and any applicable Elevated Leverage Ratio Periodfiscal quarter, and such other information and documentation related then the Borrower shall immediately make a prepayment under this paragraph (B) in an amount equal to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as required prepayment. In connection with each such asset swap in the reasonable business judgment reduction of the Parent does not have a Material Adverse Effect; providedCommitments the borrower shall prepay the Notes accordingly, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) as provided in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower SubsidiarySECTION 1.06(I).

Dispositions of Assets. Except as otherwise provided in this Section(a) The Borrower will not dispose of any capital stock of any Subsidiary Guarantor other than to another Subsidiary Guarantor, none of the Borrowers or the Non-Borrower Subsidiaries (permit any Subsidiary Guarantor to issue capital stock to any Person other than the Insurance SubsidiaryBorrower or another Subsidiary Guarantor, except, in each case, for a PCS Disposition. (b) shallThe Borrower will not, directly and will not permit any Subsidiary Guarantor to, dispose of any property or indirectly, become a party to assets except (i) any Permitted Disposition; (ii) any PCS Disposition or effect any sale or other disposition of the stock of Xxxxxxxxx.xxx; and (iii) any other disposition of property or assets of the Borrower or any Subsidiary for fair value not in the ordinary course of business; provided that (other than A) with respect to such dispositions of Collateral under this clause (xiii) an Excluded Asset Disposition which (1) at least 75% of the consideration therefor shall be deemed to be permitted by this Section 7.04(b)consist of cash, and (y2) the Disposition Net Cash Proceeds of assets or Equity Interests owned such disposition of Collateral are applied as provided in Section 4.05 of the Collateral Trust and Intercreditor Agreement; and (B) if the amount of any prepayment under Section 4.05 of the Collateral Trust and Intercreditor Agreement would be less than the applicable Required Prepayment Amount, such disposition will not be consummated without the prior approval of the Majority Banks; provided, however that this limitation shall not apply to such dispositions to the extent that the cumulative value of the consideration received by a the Borrower and any such Subsidiary for all such dispositions otherwise limited by this clause (B) does not exceed $50,000,000. (c) The consideration received by the Borrower or Non-Borrower the applicable Subsidiary to a Borrower except that Guarantor for any PCS Disposition or the Parent may not Dispose disposition of all or any material portion the capital stock of its assets to another Borrower, and Xxxxxxxxx.xxx shall be for the avoidance fair market value of doubtsuch disposition and shall consist solely of a combination of at least 75% cash and no more than 25% of publicly traded securities, in each case payable and notwithstanding anything else in this Section 7.04(bdeliverable at the closing of such disposition, unless, (i) to the contrary, in the case of a PCS Disposition, the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, "Required Banks" under the PCS Facility otherwise agree or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swapa disposition of the capital stock of Xxxxxxxxx.xxx, so long as such asset swap the "Required Banks" under the RCF Facility otherwise agree. Consideration in the reasonable business judgment form of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment forgiveness of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will intercompany obligations shall be under no obligation to release their Lien on any disregarded for purposes of the Collateral subject to a Disposition pursuant to the terms determinations of compliance with this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being clause (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiaryc).

Dispositions of Assets. Except as otherwise provided in this Section(a) The Borrower will not dispose of any capital stock of any Subsidiary Guarantor other than to another Subsidiary Guarantor, none of the Borrowers or the Non-Borrower Subsidiaries (permit any Subsidiary Guarantor to issue capital stock to any Person other than the Insurance Subsidiary) shallBorrower or another Subsidiary Guarantor, directly except in each case for a PCS Disposition; provided that no such issuance or indirectly, become a party to or effect any disposition of assets (capital stock of PCS shall be to any Subsidiary Guarantor and no such issuance or disposition of capital stock of a Subsidiary of PCS shall be to the Borrower or any Subsidiary Guarantor other than PCS or a Subsidiary of PCS. (xb) an Excluded Asset The Borrower will not, and will not permit any Subsidiary Guarantor to, dispose of any property or assets except (i) any Permitted Disposition; (ii) any PCS Disposition which or sale or other disposition of the capital stock of Xxxxxxxxx.xxx; (iii) any other disposition of property or assets of the Borrower or any Subsidiary for fair value not in the ordinary course of business; provided that with respect to such dispositions of Collateral under this clause, (1) at least 75% of the consideration therefor shall be deemed to be permitted by this Section 7.04(b)consist of cash, and (y2) the Disposition Net Cash Proceeds of assets or Equity Interests owned such disposition of Collateral are applied as provided in Section 4.05 of the Collateral Trust and Intercreditor Agreement. (c) The consideration received by a the Borrower or Non-Borrower the applicable Subsidiary to a Borrower except that Guarantor for any PCS Disposition or the Parent may not Dispose disposition of all or any material portion the capital stock of its assets to another Borrower, and Xxxxxxxxx.xxx shall be for the avoidance fair market value of doubtsuch disposition and consist solely of a combination of at least 75% cash and no more than 25% of publicly traded securities, in each case payable and notwithstanding anything else in this Section 7.04(bdeliverable at the closing of such disposition, unless, (i) to the contrary, in the case of a PCS Disposition, the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, "Required Banks" under the PCS Facility otherwise agree or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swapa disposition of the capital stock of Xxxxxxxxx.xxx, so long as such asset swap the Required Banks otherwise agree. Consideration in the reasonable business judgment form of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment forgiveness of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will intercompany obligations shall be under no obligation to release their Lien on any disregarded for purposes of the Collateral subject to a Disposition pursuant to the terms determinations of compliance with this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary5.19(c).

Dispositions of Assets. Except as otherwise provided in this SectionPARAGRAPH 6C(3)(V) is deleted and the following is substituted therefor: (a) The Company may sell the Anaheim Property to Robexxx Xxxxxxx ("Xuyer") on the terms set forth on SCHEDULE III or to another buyer on terms not less favorable to the Company; provided, none upon the closing of the Borrowers sale of the Anaheim Property, Company shall contemporaneously with such sale, after making the payments required by CLAUSE (c) of this PARAGRAPH 6C(3)(v): (1) cause fifty percent (50%) of the remaining cash proceeds from such sale to be paid to the Holders as a prepayment of outstanding principal of the Notes pursuant to PARAGRAPH 4A(2) and fifty percent (50%) of the remaining cash proceeds from such sale to be paid to SVB as a prepayment of outstanding principal amounts of the Credit Extension under the SVB Credit Agreement; and (2) endorse and deliver to the Collateral Agent, as additional Collateral under the Intercreditor Agreement, the promissory note of Buyer in the amount of $500,000 to be received as proceeds from such sale, or the Non-Borrower Subsidiaries (if such sale is to a buyer other than Buyer, any non-cash proceeds from such sale (such note or non-cash proceeds, the Insurance Subsidiary"PLEDGED PROCEEDS"). All payments of principal and interest or other proceeds on any Pledged Proceeds will be paid directly to the Collateral Agent and distributed fifty percent (50%) shall, directly to the Holders as a prepayment of outstanding principal of the Notes in accordance with PARAGRAPH 4A(2) and fifty percent (50%) to SVB as a prepayment of outstanding principal amounts of the Credit Extension under the SVB Credit Agreement; provided the first $2.5 million of cash proceeds (or indirectly, become a party to or effect cash and non-cash proceeds if cash proceeds are insufficient) from any disposition sale of assets (other than (x) an Excluded Asset Disposition which the Anaheim Property shall be deemed used to be permitted by this Section 7.04(b)satisfy the SafeHealth Priority Claim. (b) The Company and its Subsidiaries may sell, and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of for fair value, all or any material portion part of its assets to another Borrowerthe Other Notes or PCD Notes provided, and for after the avoidance payments required by CLAUSE (c) of doubt, and notwithstanding this (c) Notwithstanding anything else in this Section 7.04(b) to the contrary, contrary in the case of the transactions described in clauses CLAUSES (xa) and (yb) of this parentheticalPARAGRAPH 6C(3)(v), clause (b)(i) below, or clause (c) below, no such Disposition Company shall trigger pay to SVB the requirement to provide first $500,000 of cash proceeds available from the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries sale of the Parent from and Anaheim Property (after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end satisfaction of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)SafeHealth Priority Claim), in each case for fair and reasonable valuethe 1998 Tax Refund, which shall, solely in connection with the PCD Notes Proceeds or the Other Notes Proceeds as a disposition, sale or transfer prepayment of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors outstanding principal amounts of the Parent Credit Extension under the SVB Debt in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance accordance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower SubsidiarySVB Credit Agreement.