Common use of Restrictions on Transfer of Principal Property to Unrestricted Subsidiaries Clause in Contracts

Restrictions on Transfer of Principal Property to Unrestricted Subsidiaries. So long as the Offered Notes remain Outstanding, the Company will not itself, and will not cause or permit any Restricted Subsidiary to, transfer (whether by merger, consolidation, amalgamation or otherwise) Principal Property that has a gross book value (without deduction for any depreciation reserves) at the date as of which the determination is being made in excess of two percent of the Consolidated Net Tangible Assets of the Company and the Restricted Subsidiaries to any Unrestricted Subsidiary, unless it shall apply, within one year after the effective date of such transaction, or shall have committed within one year after such effective date to apply, an amount equal to the fair value of such Principal Property at the time of such transfer, as determined by the Board of Directors, (a) to the acquisition, construction, development or improvement of properties, facilities or equipment which are, or, upon, such acquisition, construction, development or improvement will be, a Principal Property or Properties or a part thereof, (b) to the redemption of Notes of any series in accordance with the provisions of Article Four of the Indenture, (c) to the repayment of indebtedness for borrowed money of the Company or of any Restricted Subsidiary (other than any such indebtedness owed to any Restricted Subsidiary or any subordinated indebtedness of the Company), or (d) in part to an acquisition, construction, development or improvement and in part to such redemption and/or repayment, in each case as set forth in clauses (a) through (c) above; provided that, in lieu of applying an amount equivalent to all or any part of such fair value to such redemption, the Company may, within one year after such transfer, deliver to the Trustee Notes (other than Notes made the basis of reduction in a mandatory sinking fund payment pursuant to Section 4.05 of the Indenture) for cancellation and thereby reduce the amount to be applied to the redemption of the Notes of that series pursuant to clause (b) above by an amount equivalent to the aggregate principal amount of the Notes so delivered. The fair value of any Principal Property for purposes of this Section 3.03 will be as determined by the Board of Directors.

Restrictions on Transfer of Principal Property to Unrestricted Subsidiaries. So long as the Offered Notes shall remain Outstanding, the Company will not itself, and will not cause cause, suffer or permit any Restricted Subsidiary to, transfer (whether by merger, consolidation, amalgamation consolidation or otherwise) any Principal Property that has a gross book value (without deduction for any depreciation reserves) at the date as of which the determination is being made in excess of two percent of the Consolidated Net Tangible Assets of the Company and the Restricted Subsidiaries to any Unrestricted Subsidiary, unless it shall apply, within one year after the effective date of such transaction, or shall have committed within one year after such effective date to apply, an amount equal to the fair value of such Principal Property at the time of such transfer, as determined by the Board of Directors, to (a) to the acquisition, construction, development or improvement of properties, facilities or equipment which are, or, upon, such acquisition, construction, development or improvement will be, a Principal Property or Properties or a part thereof, (b) to the redemption of Notes of any series or Other Senior Debt Securities in accordance with the provisions of Article Four IV of the IndentureBase Indenture and at the redemption price referred to in Section 4.01 of the Base Indenture applicable at the time of such redemption, (c) to the repayment of indebtedness for borrowed money Funded Debt of the Company or of any Restricted Subsidiary (other than any such indebtedness Funded Debt owed to any Restricted Subsidiary or any subordinated indebtedness of the CompanySubsidiary), or (d) in part to an such acquisition, construction, development or improvement and in part to such redemption and/or repayment, in each case as set forth in clauses (a) through (c) above; provided that, in lieu of applying an amount equivalent to all or any part of such fair value to such redemption, the Company may, within one year after such transfer, deliver to the Trustee Notes or Other Senior Debt Securities (other than Notes or Other Senior Debt Securities made the basis of reduction in a mandatory sinking fund payment pursuant to Section 4.05 of the Base Indenture or the Senior Indenture, as applicable) for cancellation and thereby reduce the amount to be applied to the redemption of the Notes of that series or Other Senior Debt Securities pursuant to clause (b) above by an amount equivalent to the aggregate principal amount of the Notes or Other Senior Debt Securities so delivered. The fair value Redemption of any Principal Property for purposes of Notes pursuant to this Section 3.03 will 5.03 shall not be used as determined by the Board of Directorscredits against mandatory sinking fund payments.

Restrictions on Transfer of Principal Property to Unrestricted Subsidiaries. So long as the Offered Notes remain Outstanding, the Company will not itself, and will not cause or permit any Restricted Subsidiary to, transfer (whether by merger, consolidation, amalgamation or otherwise) Principal Property that has a gross book value (without deduction for any depreciation reserves) at the date as of which the determination is being made in excess of two percent of the Consolidated Net Tangible Assets of the Company and the Restricted Subsidiaries to any Unrestricted Subsidiary, unless it shall apply, within one year after the effective date of such transaction, or shall have committed within one year after such effective date to apply, an amount equal to the fair value of such Principal Property at the time of such transfer, as determined by the Board of Directors, (a) to the acquisition, construction, development or improvement of properties, facilities or equipment which are, or, upon, such acquisition, construction, development or improvement will be, a Principal Property or Properties or a part thereof, (b) to the redemption of Notes Debt Securities of any series in accordance with the provisions of Article Four of issued under the Indenture, (c) to the repayment of indebtedness for borrowed money of the Company or of any Restricted Subsidiary (other than any such indebtedness owed to any Restricted Subsidiary or any subordinated indebtedness of the Company), or (d) in part to an acquisition, construction, development or improvement and in part to such redemption and/or repayment, in each case as set forth in clauses (a) through (c) above; provided that, in lieu of applying an amount equivalent to all or any part of such fair value to such redemption, the Company may, within one year after such transfer, deliver to the Trustee Notes Debt Securities (other than Notes Debt Securities made the basis of a reduction in a mandatory sinking fund payment pursuant to Section 4.05 of the Indenture) for cancellation and thereby reduce the amount to be applied to the redemption of the Notes Debt Securities of that series pursuant to clause (b) above by an amount equivalent to the aggregate principal amount of the Notes Debt Securities so delivered. The fair value of any Principal Property for purposes of this Section 3.03 will be as determined by the Board of Directors.