Common use of Liquidation; Disposition or Acquisition of Assets Clause in Contracts

Liquidation; Disposition or Acquisition of Assets. (i) None of the Borrower Parties shall, nor shall permit any of the other Borrower Parties to, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or (ii) the Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, (A) sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 in the aggregate during the term of this Agreement, provided, however, that the Borrower and the Subsidiary Guarantor may sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 and up to $100,000,000 in the aggregate during the term of this Agreement so long as (1) no Default or Event of Default then exists or would be caused thereby, (2) the Net Cash Proceeds received in connection therewith are (x) used to acquire assets useful in the business of such Borrower Party within three hundred sixty (360) days after receipt of such Net Cash Proceeds or (y) if not so used within such three hundred sixty (360) day period, applied to prepay the Loans as provided in Section 2.6(b), and (3) such new assets are subject to the Lien of the Administrative Agent under the Security Documents, or (B) enter into any merger or consolidation, except, in each case, for (1) sales, dispositions, mergers, consolidations or exchanges by any Guarantor of its businesses, assets or rights to or with another Borrower Party, and (2) sales or dispositions in the ordinary course of business by any of the Rainbow Companies of obsolete or worn-out property or other property reasonably determined by the management of the disposing Company to be not used or useful in its business. (b) None of the Borrower Parties shall, nor shall permit any of the other Borrower Parties to, sell, lease, abandon, transfer, exchange or otherwise dispose of any assets constituting capital stock, partnership interests or other equity interests of any Material Subsidiary, unless in any such case the Arranger Banks shall have provided their prior written consent to such transaction. (c) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, issue any capital stock, partnership interests or other equity interests in any of the Rainbow Companies, except (i) for the issuance of capital stock, partnership interests or other equity interests in the Borrower in connection with the issuance of any New Affiliated Equity, (ii) on the Agreement Date, AMC may exchange PIK Preferred in an initial face and fair market value not to exceed $350,000,000 in the aggregate for (A) RMH's common membership interest in AMC and (B) part of AMC IV's common membership interest in AMC, (iii) so long as no Default or Event of Default then exists or would be caused thereby, AMC may make non-cash distributions in the form of PIK Preferred to the holders of the PIK Preferred in accordance with Section 17(c) of the AMC LLC Agreement as in effect on the Agreement Date and as amended, modified or supplemented on terms no less favorable to the Rainbow Companies, taken as a whole, and (iv) on or before the RME Spin-Off, AMC may (A) re-allocate the PIK Preferred among the holders of the PIK Preferred and (B) issue additional common membership interests to AMC IV or the Borrower, or both. (d) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, acquire assets, property, stock or the business of any other Person except for (i) Capital Expenditures in the ordinary course of business of the applicable Borrower Parties, (ii) purchases of assets in the ordinary course of business of the applicable Borrower Parties, (iii) Film Rights Agreements, (iv) Permitted Investments and (v) so long as no Default or Event of Default then exists or would be caused thereby and subject to compliance with Section 6.14 hereof, (A) Acquisitions in an aggregate amount not to exceed during any year, together with the amount of any Investments made during such year under Section 8.2(d)(ii) hereof and the amount of any Restricted Payments made during such year under Section 8.7(c)(i)(B) hereof, the Discretionary Distributions Basket Amount applicable to such period, and (B) Acquisitions funded by Net Cash Proceeds received in connection with (1) the issuance of any New Affiliated Equity or (2) any Subsequent Authorized Debt Issuance, in each case to the extent such Net Cash Proceeds are not used by the Rainbow Companies for any other purpose.

Liquidation; Disposition or Acquisition of Assets. (ia) None of the Borrower Parties Borrowers shall, nor and the Borrowers shall not permit any of the other Borrower Parties Guarantors to, at any time, (i) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or (ii) the Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, (A) sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting including, without limitation, any capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 5,000,000 in the aggregate during the term of this Agreement, provided, however, that the Borrower and the Subsidiary Guarantor may sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 and up to $100,000,000 in the aggregate during the term of this Agreement so long as (1) no Default or Event of Default then exists or would be caused thereby, (2) the Net Cash Proceeds received in connection therewith are (x) used to acquire assets useful in the business of such Borrower Party within three hundred sixty (360) days after receipt of such Net Cash Proceeds or (y) if not so used within such three hundred sixty (360) day period, applied to prepay the Loans as provided in Section 2.6(b), and (3) such new assets are subject to the Lien of the Administrative Agent under the Security Documents, or (Biii) enter into any merger or consolidation, except, in each case, for (1x) sales, dispositions, mergers, consolidations or exchanges by any Guarantor of its businesses, assets or rights to or with another any other Borrower Party, Party and (2y) sales or dispositions in the ordinary course of business by any of the Rainbow Companies Borrower Parties of obsolete or worn-out property or other property reasonably determined by the management of the disposing Company to be not used or useful in its business. (b) None of the Borrower Parties Borrowers shall, nor shall permit any of and the other Borrower Parties to, sell, lease, abandon, transfer, exchange or otherwise dispose of any assets constituting capital stock, partnership interests or other equity interests of any Material Subsidiary, unless in any such case the Arranger Banks shall have provided their prior written consent to such transaction. (c) The Borrower shall not, and Borrowers shall not permit any of the Subsidiary Guarantors to, at any time, issue any capital stock, partnership interests or other equity interests in any of the Rainbow CompaniesBorrower Parties, except (i) for the issuance of capital stockexcept, partnership interests or other equity interests in the Borrower in connection with the issuance of any New Affiliated Equity, (ii) on the Agreement Date, AMC may exchange PIK Preferred in an initial face and fair market value not to exceed $350,000,000 in the aggregate for (A) RMH's common membership interest in AMC and (B) part of AMC IV's common membership interest in AMC, (iii) so long as no Default or Event of Default then exists or would be caused thereby, for the issuance of additional PAGE 69 partnership interests in either AMC may make non-cash distributions or IFC in connection with the form issuance of PIK Preferred to the holders of the PIK Preferred in accordance with Section 17(c) of the AMC LLC Agreement as in effect on the Agreement Date and as amended, modified or supplemented on terms no less favorable to the Rainbow Companies, taken as a whole, and (iv) on or before the RME Spin-Off, AMC may (A) re-allocate the PIK Preferred among the holders of the PIK Preferred and (B) issue additional common membership interests to AMC IV or the Borrower, or bothany New Affiliated Equity. (dc) The Borrower shall notNone of Borrowers shall, and the Borrowers shall not permit any of the Subsidiary Guarantors to, at any time, acquire assets, property, stock or the business of any other Person except for (i) Capital Expenditures in the ordinary course of business of the applicable such Borrower PartiesParty's business, (ii) purchases of assets in the ordinary course of business of the applicable such Borrower PartiesParty's business, (iii) Film Rights Agreements, (iv) Permitted Investments and (v) so long as no Default or Event of Default then exists or would be caused thereby and subject to compliance with Section 6.14 hereof, (A) Acquisitions consummated solely in exchange for capital stock of CVC, (B) Acquisitions in an aggregate amount not to exceed during any yearexceed, together with the amount of any Investments made during such year under Section 8.2(d)(ii) hereof and the amount of any Restricted Payments made during such year under Section 8.7(c)(i)(B8.2(c)(i) hereof, the Discretionary Distributions Available Basket Amount applicable to such periodAmount, and (BC) Acquisitions funded by Net Cash Proceeds received in connection with (1) the issuance of any New Affiliated Equity or (2) any Subsequent Authorized Debt Issuance, in each case to the extent such Net Cash Proceeds are not used by the Rainbow Companies Borrower Parties for any other purpose.

Liquidation; Disposition or Acquisition of Assets. (i) None of the Borrower Parties shall, nor shall permit any of the other Borrower Parties to, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or (ii) the Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, (A) sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 in the aggregate during the term of this Agreement, provided, however, that the Borrower and the Subsidiary Guarantor may sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 and up to $100,000,000 in the aggregate during the term of this Agreement so long as (1) no Default or Event of Default then exists or would be caused thereby, (2) the Net Cash Proceeds received in connection therewith are (x) used to acquire assets useful in the business of such Borrower Party within three hundred sixty (360) days after receipt of such Net Cash Proceeds or (y) if not so used within such three hundred sixty (360) day period, applied to prepay the Loans as provided in Section 2.6(b), and (3) such new assets are subject to the Lien of the Administrative Agent under the Security Documents, or (B) enter into any merger or consolidation, except, in each case, for (1) sales, dispositions, mergers, consolidations or exchanges by any Guarantor of its businesses, assets or rights to or with another Borrower Party, and (2) sales or dispositions in the ordinary course of business by any of the Rainbow Companies of obsolete or worn-out property or other property reasonably determined by the management of the disposing Company to be not used or useful in its business. (b) None of the Borrower Parties shall, nor shall permit any of the other Borrower Parties to, sell, lease, abandon, transfer, exchange or otherwise dispose of any assets constituting capital stock, partnership interests or other equity interests of any Material Subsidiary, unless in any such case the Arranger Banks shall have provided their prior written consent to such transaction. (c) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, issue any capital stock, partnership interests or other equity interests in any of the Rainbow Companies, except (i) for the issuance of capital stock, partnership interests or other equity interests in the Borrower in connection with the issuance of any New Affiliated Equity, (ii) on the Agreement Date, AMC may exchange PIK Preferred in an initial face and fair market value not to exceed $350,000,000 in the aggregate for (A) RMH's common membership interest in AMC and (B) part of AMC IV's common membership interest in AMC, (iii) so long as no Default or Event of Default then exists or would be caused thereby, AMC may make non-cash distributions in the form of PIK Preferred to the holders of the PIK Preferred in accordance with Section 17(c) of the AMC LLC Agreement as in effect on the Agreement Date and as amended, modified or supplemented on terms no less favorable to the Rainbow Companies, taken as a whole, and (iv) on or before the RME Spin-Off, AMC may (A) re-allocate the PIK Preferred among the holders of the PIK Preferred and (B) issue additional common membership interests to AMC IV or the Borrower, or both. (d) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, acquire assets, property, stock or the business of any other Person except for (i) Capital Expenditures in the ordinary course of business of the applicable Borrower Parties, (ii) purchases of assets in the ordinary course of business of the applicable Borrower Parties, (iii) Film Rights Agreements, (iv) Permitted Investments and (v) so long as no Default or Event of Default then exists or would be caused thereby and subject to compliance with Section 6.14 hereof, (A) Acquisitions in an aggregate amount not to exceed during any year, together with the amount of any Investments made during such year under Section 8.2(d)(ii) hereof and the amount of any Restricted Payments made during such year under Section 8.7(c)(i)(B) hereof, the Discretionary Distributions Basket Amount applicable to such period, and (B) Acquisitions funded by Net Cash Proceeds received in connection with (1) the issuance of any New Affiliated Equity or (2) any Subsequent Authorized Debt Issuance, in each case to the extent such Net Cash Proceeds are not used by the Rainbow Companies for any other purpose.

Liquidation; Disposition or Acquisition of Assets. (ia) None of the The Borrower Parties shallshall not, nor and shall not permit any of the other Borrower Parties Guarantors to, at any time, (i) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or (ii) the Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, (A) sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 in the aggregate during the term of this Agreement, provided, however, that the Borrower and the Subsidiary Guarantor may sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 and up to $100,000,000 in the aggregate during the term of this Agreement so long as (1) no Default or Event of Default then exists or would be caused thereby, (2) the Net Cash Proceeds received in connection therewith are (x) used to acquire assets useful in the business of such Borrower Party within three hundred sixty (360) days after receipt of such Net Cash Proceeds or (y) if not so used within such three hundred sixty (360) day period, applied to prepay the Loans as provided in Section 2.6(b), and (3) such new assets are subject to the Lien of the Administrative Agent under the Security Documents, or (Biii) enter into any merger or consolidation, except, in each case, for (1x) sales, dispositions, mergers, consolidations or exchanges by any Guarantor of its businesses, assets or rights to or with another Borrower Party, and (2y) sales or dispositions in the ordinary course of business by any of the Rainbow Companies Borrower Parties of obsolete or worn-out property or other property reasonably determined by the management of the disposing Company to be not used or useful in its business. (b) None of the The Borrower Parties shallshall not, nor and shall not permit any of the other Borrower Parties Guarantors, RRH I or RRH II to, sell, lease, abandon, transfer, exchange or otherwise dispose of any assets constituting capital stock, partnership interests or other equity interests of any of RRH I, RRH II, RRH, RAH, RNSH, any member of the Mag Rack Group or any other Company constituting a Material Subsidiary, unless in any such case the Arranger Banks Arrangers shall have provided their prior written consent to such transaction, except that (i) the Borrower may dispose of its interest in any Rainbow DBS Company, and (ii) the Borrower Parties may dispose of all or a portion of their equity interests in each of the FUSE Companies to a non-Affiliate, subject to compliance with Section 2.6(c) and Section 6.14 hereof, but only to the extent that upon consummation of any such transaction the applicable FUSE Companies shall cease to be Borrower Parties for purposes of this Agreement, in each case without the consent of the Arrangers. (c) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, issue any capital stock, partnership interests or other equity interests in any of the Rainbow CompaniesBorrower Parties, except for (i) for the issuance of capital stock, partnership interests or other equity interests in the Borrower in connection with the issuance of any New Affiliated Equity, (ii) on with the Agreement Dateconsent of the Arrangers and subject to compliance with Section 6.14 hereof, AMC any FUSE Company may exchange PIK Preferred issue additional equity interests in an initial face itself to a non-Affiliate, and fair market value not to exceed $350,000,000 in the aggregate for (A) RMH's common membership interest in AMC and (B) part of AMC IV's common membership interest in AMC, (iii) so long as no Default or Event notwithstanding the foregoing clause (ii), to the extent that upon consummation of Default then exists or would any such issuance the applicable FUSE Company shall cease to be caused therebya Borrower Party for purposes of this Agreement, AMC such FUSE Company may make issue additional equity interest in itself to a non-cash distributions in the form of PIK Preferred Affiliate subject to the holders of the PIK Preferred in accordance compliance with Section 17(c2.6(a) of the AMC LLC Agreement as in effect on the Agreement Date and as amended, modified or supplemented on terms no less favorable to the Rainbow Companies, taken as a whole, and (iv) on or before the RME Spin-Off, AMC may (A) re-allocate the PIK Preferred among the holders of the PIK Preferred and (B) issue additional common membership interests to AMC IV or the Borrower, or bothSection 6.14 hereof. (d) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, acquire assets, property, stock or the business of any other Person except for (i) Capital Expenditures in the ordinary course of business of the applicable Borrower Parties, (ii) purchases of assets in the ordinary course of business of the applicable Borrower Parties, (iii) Film Rights Agreements, (iv) Permitted Investments Investments, and (v) so long as no Default or Event of Default then exists or would be caused thereby and subject to compliance with Section 6.14 hereof, (A) Acquisitions consummated solely in exchange for capital stock of CVC, (B) Acquisitions in an aggregate amount not to exceed during any year, together with the amount of any Investments made under Section 8.2(c)(i) hereof during such year under Section 8.2(d)(ii) hereof and the amount of any Restricted Payments made during such year under Section 8.7(c)(i)(B) hereofyear, the Discretionary Distributions Available Basket Amount applicable to such period, and (BC) Acquisitions funded by Net Cash Proceeds received in connection with (1I) the issuance of any New Affiliated Equity or (2II) any Subsequent Authorized Debt Issuance, in each case to the extent such Net Cash Proceeds are not used by the Rainbow Companies Borrower Parties for any other purpose.

Liquidation; Disposition or Acquisition of Assets. (ia) None Neither of the Borrower Parties Borrowers shall, nor shall permit any of the other Borrower Parties Guarantors to, at any time, (i) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or (ii) the Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, (A) sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting including, without limitation, any capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 5,000,000 in the aggregate during the term of this Agreement, provided, however, that the Borrower and the Subsidiary Guarantor may sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 and up to $100,000,000 in the aggregate during the term of this Agreement so long as (1) no Default or Event of Default then exists or would be caused thereby, (2) the Net Cash Proceeds received in connection therewith are (x) used to acquire assets useful in the business of such Borrower Party within three hundred sixty (360) days after receipt of such Net Cash Proceeds or (y) if not so used within such three hundred sixty (360) day period, applied to prepay the Loans as provided in Section 2.6(b), and (3) such new assets are subject to the Lien of the Administrative Agent under the Security Documents, or (Biii) enter into any merger or consolidation, except, in each case, for (1x) sales, dispositions, mergers, consolidations or exchanges by any Guarantor of its businesses, assets or rights to or with another any other Borrower Party, Party and (2y) sales or dispositions in the ordinary course of business by any of the Rainbow Companies Borrower Parties of obsolete or worn-out property or other property reasonably determined by the management of the disposing Company to be not used or useful in its business. (b) None Neither of the Borrower Parties Borrowers shall, nor shall permit any of the other Borrower Parties to, sell, lease, abandon, transfer, exchange or otherwise dispose of any assets constituting capital stock, partnership interests or other equity interests of any Material Subsidiary, unless in any such case the Arranger Banks shall have provided their prior written consent to such transaction. (c) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, issue any capital stock, partnership interests or other equity interests in any of the Rainbow CompaniesBorrower Parties, except (i) except, so long as no Default or Event of Default then exist or would be caused thereby, for the issuance of capital stock, additional partnership interests or other equity interests in either of the Borrower Borrowers in connection with the issuance of any New Affiliated Equity, (ii) on the Agreement Date, AMC may exchange PIK Preferred in an initial face and fair market value not to exceed $350,000,000 in the aggregate for (A) RMH's common membership interest in AMC and (B) part of AMC IV's common membership interest in AMC, (iii) so long as no Default or Event of Default then exists or would be caused thereby, AMC may make non-cash distributions in the form of PIK Preferred to the holders of the PIK Preferred in accordance with Section 17(c) of the AMC LLC Agreement as in effect on the Agreement Date and as amended, modified or supplemented on terms no less favorable to the Rainbow Companies, taken as a whole, and (iv) on or before the RME Spin-Off, AMC may (A) re-allocate the PIK Preferred among the holders of the PIK Preferred and (B) issue additional common membership interests to AMC IV or the Borrower, or both. (dc) The Borrower shall notNeither of Borrowers shall, and shall not nor permit any of the Subsidiary Guarantors to, at any time, acquire assets, property, stock or the business of any other Person except for (i) Capital Expenditures in the ordinary course of business of the applicable such Borrower PartiesParty's business, (ii) purchases of assets in the ordinary course of business of the applicable such Borrower PartiesParty's business, (iii) Film Rights Agreements, (iv) Permitted Investments and (v) so long as no Default or Event of Default then exists or would be caused thereby and subject to compliance with Section 6.14 hereof, (A) Acquisitions consummated solely in exchange for RMG Tracking Stock or Cablevision-NY Group Stock, (B) Acquisitions in an aggregate amount not to exceed during any yearexceed, together with the amount of any Investments made during such year under Section 8.2(d)(ii) hereof and the amount of any Restricted Payments made during such year under Section 8.7(c)(i)(B8.2(c)(i) hereof, the Discretionary Distributions Available Basket Amount applicable to such periodAmount, and (BC) Acquisitions funded by Net Cash Proceeds received in connection with (1) the issuance of any New Affiliated Equity or (2) any Subsequent Authorized Debt Issuance, in each case to the extent such Net Cash Proceeds are not used by the Rainbow Companies Borrower Parties for any other purpose.

Liquidation; Disposition or Acquisition of Assets. (ia) None of the The Borrower Parties shallshall not, nor and shall not permit any of the other Borrower Parties Guarantors to, at any time, (i) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or (ii) the Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, (A) sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 5,000,000 in the aggregate during the term of this Agreement, provided, however, that the Borrower and the Subsidiary Guarantor may sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 and up to $100,000,000 in the aggregate during the term of this Agreement so long as (1) no Default or Event of Default then exists or would be caused thereby, (2) the Net Cash Proceeds received in connection therewith are (x) used to acquire assets useful in the business of such Borrower Party within three hundred sixty (360) days after receipt of such Net Cash Proceeds or (y) if not so used within such three hundred sixty (360) day period, applied to prepay the Loans as provided in Section 2.6(b), and (3) such new assets are subject to the Lien of the Administrative Agent under the Security Documents, or (Biii) enter into any merger or consolidation, except, in each case, for (1x) sales, dispositions, mergers, consolidations or exchanges by any Guarantor of its businesses, assets or rights to or with another Borrower PartyRMG Company, and (2y) sales or dispositions in the ordinary course of business by any of the Rainbow RMG Companies of obsolete or worn-out property or other property reasonably determined by the management of the disposing Company to be not used or useful in its business, and (z) Investments in any of the MGM Companies permitted by Section 8.2(d). (b) None of the The Borrower Parties shallshall not, nor and shall not permit any of the other Borrower Parties Guarantors or RRH II to, sell, lease, abandon, transfer, exchange or otherwise dispose of any assets constituting capital stock, partnership interests or other equity interests of any of RRH II, RRH, RAH, RNSH, any member of the Sterling Digital Group or any other Company constituting a Material Subsidiary, unless in any such case the Arranger Banks Arrangers shall have provided their prior written consent to such transaction. (c) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, issue any capital stock, partnership interests or other equity interests in any of the Rainbow RMG Companies, except (i) for the issuance of capital stock, partnership interests or other equity interests in the Borrower in connection with the issuance of any New Affiliated Equity, (ii) on the Agreement Date, AMC may exchange PIK Preferred in an initial face and fair market value not to exceed $350,000,000 in the aggregate for (A) RMH's common membership interest in AMC and (B) part of AMC IV's common membership interest in AMC, (iii) so long as no Default or Event of Default then exists or would be caused thereby, AMC may make non-cash distributions in the form of PIK Preferred to the holders of the PIK Preferred in accordance with Section 17(c) of the AMC LLC Agreement as in effect on the Agreement Date and as amended, modified or supplemented on terms no less favorable to the Rainbow Companies, taken as a whole, and (iv) on or before the RME Spin-Off, AMC may (A) re-allocate the PIK Preferred among the holders of the PIK Preferred and (B) issue additional common membership interests to AMC IV or the Borrower, or both. (d) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, acquire assets, property, stock or the business of any other Person except for (i) Capital Expenditures in the ordinary course of business of the applicable Borrower PartiesRMG Companies, (ii) purchases of assets in the ordinary course of business of the applicable Borrower PartiesRMG Companies, (iii) Film Rights Agreements, (iv) Permitted Investments Investments, and (v) so long as no Default or Event of Default then exists or would be caused thereby and subject to compliance with Section 6.14 hereof, (A) Acquisitions consummated solely in exchange for RMG Tracking Stock or Cablevision-NY Group Stock, (B) Acquisitions in an aggregate amount not to exceed during any year, together with the amount of any Investments made under Section 8.2(c)(i) hereof during such year under Section 8.2(d)(ii) hereof and the amount of any Restricted Payments made during such year under Section 8.7(c)(i)(B) hereof71 year, the Discretionary Distributions Available Basket Amount applicable to such period, and (BC) Acquisitions funded by Net Cash Proceeds received in connection with (1I) the issuance of any New Affiliated Equity or (2II) any Subsequent Authorized Debt Issuance, in each case to the extent such Net Cash Proceeds are not used by the Rainbow RMG Companies for any other purpose.

Liquidation; Disposition or Acquisition of Assets. (ia) None of the The Borrower Parties shallshall not, nor and shall not permit any of the other Borrower Parties Guarantors to, at any time, (i) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or (ii) the Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, (A) sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 5,000,000 in the aggregate during the term of this Agreement, provided, however, that the Borrower and the Subsidiary Guarantor may sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 and up to $100,000,000 in the aggregate during the term of this Agreement so long as (1) no Default or Event of Default then exists or would be caused thereby, (2) the Net Cash Proceeds received in connection therewith are (x) used to acquire assets useful in the business of such Borrower Party within three hundred sixty (360) days after receipt of such Net Cash Proceeds or (y) if not so used within such three hundred sixty (360) day period, applied to prepay the Loans as provided in Section 2.6(b), and (3) such new assets are subject to the Lien of the Administrative Agent under the Security Documents, or (Biii) enter into any merger or consolidation, except, in each case, for (1x) sales, dispositions, mergers, consolidations or exchanges by any Guarantor of its businesses, assets or rights to or with another Borrower PartyRainbow Company, and (2y) sales or dispositions in the ordinary course of business by any of the Rainbow Companies of obsolete or worn-out property or other property reasonably determined by the management of the disposing Company to be not used or useful in its business, and (z) Investments in any of the MGM Companies permitted by Section 8.2(d). (b) None of the The Borrower Parties shallshall not, nor and shall not permit any of the other Borrower Parties Guarantors, RRH I or RRH II to, sell, lease, abandon, transfer, exchange or otherwise dispose of any assets constituting capital stock, partnership interests or other equity interests of any of RRH I, RRH II, RRH, RAH, RNSH, any member of the Sterling Digital Group or any other Company constituting a Material Subsidiary, unless in any such case the Arranger Banks Arrangers shall have provided their prior written consent to such transaction, except that (i) the Borrower may dispose of its interest in R/L DBS Company, and (ii) the Rainbow Companies may dispose of all or a portion of their equity interests in each of the MuchMusic Companies to a non-Affiliate, subject to compliance with Section 2.6(c) and Section 6.14 hereof, but only to the extent that upon consummation of any such transaction the applicable MuchMusic Companies shall cease to be Rainbow Companies for purposes of this Agreement, in each case without the consent of the Arrangers. (c) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, issue any capital stock, partnership interests or other equity interests in any of the Rainbow Companies, except for (i) for the issuance of capital stock, partnership interests or other equity interests in the Borrower in connection with the issuance of any New Affiliated Equity, (ii) on with the Agreement Dateconsent of the Arrangers and subject to compliance with Section 6.14 hereof, AMC any MuchMusic Company may exchange PIK Preferred issue additional equity interests in an initial face itself to a non-Affiliate, and fair market value not to exceed $350,000,000 in the aggregate for (A) RMH's common membership interest in AMC and (B) part of AMC IV's common membership interest in AMC, (iii) so long as no Default or Event notwithstanding the foregoing clause (ii), to the extent that upon consummation of Default then exists or would any such issuance the applicable MuchMusic Company shall cease to be caused therebya Rainbow Company for purposes of this Agreement, AMC such MuchMusic Company may make issue additional equity interest in itself to a non-cash distributions in the form of PIK Preferred Affiliate subject to the holders of the PIK Preferred in accordance compliance with Section 17(c2.6(a) of the AMC LLC Agreement as in effect on the Agreement Date and as amended, modified or supplemented on terms no less favorable to the Rainbow Companies, taken as a whole, and (iv) on or before the RME Spin-Off, AMC may (A) re-allocate the PIK Preferred among the holders of the PIK Preferred and (B) issue additional common membership interests to AMC IV or the Borrower, or bothSection 6.14 hereof. (d) The Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, acquire assets, property, stock or the business of any other Person except for (i) Capital Expenditures in the ordinary course of business of the applicable Borrower PartiesRainbow Companies, (ii) purchases of assets in the ordinary course of business of the applicable Borrower PartiesRainbow Companies, (iii) Film Rights Agreements, (iv) Permitted Investments Investments, and (v) so long as no Default or Event of Default then exists or would be caused thereby and subject to compliance with Section 6.14 hereof, (A) Acquisitions consummated solely in exchange for capital stock of CVC, (B) Acquisitions in an aggregate amount not to exceed during any year, together with the amount of any Investments made under Section 8.2(c)(i) hereof during such year under Section 8.2(d)(ii) hereof and the amount of any Restricted Payments made during such year under Section 8.7(c)(i)(B) hereofyear, the Discretionary Distributions Available Basket Amount applicable to such period, and (BC) Acquisitions funded by Net Cash Proceeds received in connection with (1I) the issuance of any New Affiliated Equity or (2II) any Subsequent Authorized Debt Issuance, in each case to the extent such Net Cash Proceeds are not used by the Rainbow Companies for any other purpose.