Common use of Transfer of Properties Clause in Contracts

Transfer of Properties. The Borrower will not and will not permit any Subsidiary to Transfer, or agree or otherwise commit to Transfer, any of its Properties except that: (a) any Subsidiary may Transfer assets to the Borrower or a Wholly Owned Subsidiary; (b) the Borrower or any Subsidiary may collect its accounts and sell inventory in the ordinary course of business; and (c) the Borrower or any Subsidiary may otherwise Transfer Properties, provided that after giving effect thereto (i) the aggregate value of any Properties Transferred during the 12 consecutive months immediately preceding such Transfer does not exceed 5% of Consolidated Tangible Assets as of the end of the fiscal quarter immediately preceding such Transfer, provided, however, that the aggregate purchase price paid within 90 days after any such Transfer for similar assets within the United States that are not subject to Liens (other than Excepted Liens) for borrowed money other than pursuant to this Agreement (before or after acquisition) will be deducted in determining this 5% limit, and (ii) the aggregate value of Properties Transferred subsequent to January 28, 2008 shall not exceed 25% of the Consolidated Tangible Assets determined at any time by aggregating the dollar value of all Transfers as of such time as a percentage of Consolidated Tangible Assets as of the end of the fiscal quarter ended immediately prior to such time, provided, however, that the aggregate purchase price paid within 90 days after any such Transfer for similar assets within the United States that are not subject to Liens (other than Excepted Liens) for borrowed money other than pursuant to this Agreement (before or after acquisition) will be deducted in determining this 25% limit. Notwithstanding the foregoing, in no event may the Borrower or any Subsidiary Transfer any Mortgaged Property without the consent of the Majority Banks, and in no event may the Borrower or any Existing Subsidiary Transfer its Equity Interests in an Existing Subsidiary without the consent of all of the Banks. If requested by the Borrower in order to facilitate any Transfer which is permitted to be made under the terms of this Section 7.6 or which has otherwise been consented to by the requisite Banks, the Collateral Agent shall release its Lien on the Property or Properties to be Transferred.

Transfer of Properties. The Borrower No Obligor will, nor will not and will not it permit any Subsidiary to Transfer, or agree or otherwise commit to Transfer, any of its Properties Restricted Subsidiaries to, Transfer any Property to any Person other than to the Borrower or to any of its Restricted Subsidiaries (other than an ABS Subsidiary), except that: (a) any Subsidiary the Borrower and its Restricted Subsidiaries may Transfer assets to any Property which, in the Borrower reasonable judgment of such Person, is obsolete, worn out or a Wholly Owned Subsidiaryotherwise no longer useful in the conduct of such Person’s business; (b) the Borrower and its Restricted Subsidiaries may Transfer inventory or any Subsidiary may collect its accounts and sell inventory equipment in the ordinary course of business; (c) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may Transfer Properties to EXLP or any of EXLP’s Subsidiaries for cash, cash equivalents, assumed obligations or Equity Interests in EXLP or pursuant to the Omnibus Agreement; provided that the Borrower is in pro forma compliance with the financial covenants in Section 9.10 immediately before and immediately after giving effect to such Transfer; (d) the Borrower and its Restricted Subsidiaries may Transfer Property to an ABS Subsidiary to serve as collateral for Debt of such ABS Subsidiary permitted by Section 9.01(l) so long as, immediately after giving effect to any such Transfer, the aggregate fair market value of all collateral securing Debt of the ABS Subsidiaries payable to a Person other than the Borrower or any Restricted Subsidiary does not exceed 155% of the aggregate outstanding principal amount of all Debt of the ABS Subsidiaries payable to a Person other than the Borrower or a Restricted Subsidiary at such time; (e) any ABS Subsidiary may Transfer Property to the Borrower or any Restricted Subsidiary; (f) the Borrower and its Restricted Subsidiaries may Transfer Property as otherwise permitted by Section 9.03(g) or 9.03(i); (g) the Borrower and its Restricted Subsidiaries (other than any ABS Subsidiary) may Transfer the property listed on Schedule 9.11(g); (h) any expropriation, taking, sale, lease, conveyance or other disposition of assets located in the Bolivarian Republic of Venezuela or the claims related thereto (including any receipt of proceeds related thereto or the subsequent sale or other disposition of any non-cash consideration received therefrom) shall be permitted by this Section 9.11; (i) the Borrower and its Restricted Subsidiaries may Transfer LP Units; provided that the number of LP Units Transferred by the Borrower and its Restricted Subsidiaries after the Effective Date shall not exceed the number of LP Units received by the Borrower and its Restricted Subsidiaries after the Effective Date as consideration for Transfers permitted by Section 9.11(c); and (cj) the Borrower or any Subsidiary may otherwise Transfer Properties, provided that after giving effect thereto in addition to Transfers permitted by clauses (a) through (i) the aggregate value of above, may Transfer any Properties Transferred during the 12 consecutive months immediately preceding such Transfer does not exceed 5% of Consolidated Tangible Assets as other Properties, subject to reduction of the end of the fiscal quarter immediately preceding such TransferAggregate Commitments as set forth in Section 2.06(b)(ii); provided that all Transfers made pursuant to paragraphs (c), provided(d), however, that the aggregate purchase price paid within 90 days after any such Transfer for similar assets within the United States that are not subject to Liens (i) and (j) above (other than Excepted Liens) for borrowed money other than leases entered into pursuant to this Agreement paragraph (before c) above) shall be made for fair market value or after acquisitionin the case of paragraph (c) will be deducted in determining this 5% limit, and (ii) approved by the aggregate value board of Properties Transferred subsequent to January 28, 2008 shall not exceed 25% directors of the Consolidated Tangible Assets determined at any time by aggregating the dollar value of all Transfers as of such time as a percentage of Consolidated Tangible Assets as of the end of the fiscal quarter ended immediately prior to such time, provided, however, that the aggregate purchase price paid within 90 days after any such Transfer for similar assets within the United States that are not subject to Liens (other than Excepted Liens) for borrowed money other than pursuant to this Agreement (before or after acquisition) will be deducted in determining this 25% limit. Notwithstanding the foregoing, in no event may the Borrower or any Subsidiary Transfer any Mortgaged Property without the consent of the Majority Banks, and in no event may the Borrower or any Existing Subsidiary Transfer its Equity Interests in an Existing Subsidiary without the consent of all of the Banks. If requested by the Borrower in order to facilitate any Transfer which is permitted to be made under the terms of this Section 7.6 or which has otherwise been consented to by the requisite Banks, the Collateral Agent shall release its Lien on the Property or Properties to be TransferredBorrower.

Transfer of Properties. The Borrower will not and will not permit any Subsidiary to Transfer, or agree or otherwise commit to Transfer, any of its Properties except that: (a) any Subsidiary may Transfer assets to the Borrower or a Wholly Owned Subsidiary; (b) the Borrower or any Subsidiary may collect its accounts Receivables and sell inventory in the ordinary course of business; (c) the Borrower and any Subsidiary may sell investments permitted by Section 7.3; and (cd) the Borrower or any Subsidiary may otherwise Transfer Properties, provided that after giving effect thereto (i) the aggregate value of any Properties Transferred during the 12 consecutive months immediately preceding such Transfer does not exceed 5% of Consolidated Tangible Assets as of the end of the fiscal quarter immediately preceding such Transfer, provided, however, that the aggregate purchase price paid within 90 days after any such Transfer for similar assets within the United States that are not subject to Liens (other than Excepted Permitted Liens) for borrowed money other than pursuant to this Agreement (before or after acquisition) will be deducted in determining this 5% limit, and (ii) the aggregate value of Properties Transferred subsequent to January 28, 2008 shall not exceed 25% of the Consolidated Tangible Assets determined at any time by aggregating the dollar value of all Transfers as of such time as a percentage of Consolidated Tangible Assets as of the end of the fiscal quarter ended immediately prior to such time, provided, however, that the aggregate purchase price paid within 90 days after any such Transfer for similar assets within the United States that are not subject to Liens (other than Excepted Liens) for borrowed money other than pursuant to this Agreement (before or after acquisition) will be deducted in determining this 25% limit. Notwithstanding the foregoing, in no event may the Borrower or any Subsidiary Transfer any Mortgaged Property without the consent of the Majority Banks, and in no event may the Borrower or any Existing Subsidiary Transfer its Equity Interests in an Existing Subsidiary without the consent of all of the Banks. If requested by the Borrower in order to facilitate any Transfer which is permitted to be made under the terms of this Section 7.6 and Paragraph 6G of the Prudential Agreement or which has otherwise been consented to by the requisite BanksBanks and Prudential, the Collateral Agent shall release its Lien on the Property or Properties to be Transferred, and the Banks hereby authorize the Collateral Agent to deliver such release.

Transfer of Properties. The Borrower will not and will not permit any Subsidiary to Transfer, or agree or otherwise commit to Transfer, any of its Properties except that: (a) any Subsidiary may Transfer assets to the Borrower or a Wholly Owned Subsidiary; (b) the Borrower or any Subsidiary may collect its accounts and sell inventory in the ordinary course of business; and (c) the Borrower or any Subsidiary may otherwise Transfer Properties, provided that after giving effect thereto (i) the aggregate value of any Properties Transferred during the 12 consecutive months immediately preceding such Transfer does not exceed 5% of Consolidated Tangible Assets as of the end of the fiscal quarter immediately preceding such Transfer, provided, however, that the aggregate purchase price paid within 90 days after any such Transfer for similar assets within the United States that are not subject to Liens (other than Excepted Liens) for borrowed money other than pursuant to this Agreement (before or after acquisition) will be deducted in determining this 5% limit, and (ii) the aggregate value of Properties Transferred subsequent to January 28, 2008 the Effective Date shall not exceed 25% of the Consolidated Tangible Assets determined at any time by aggregating the dollar value of all Transfers as of such time as a percentage of Consolidated Tangible Assets as of the end of the fiscal quarter ended immediately prior to such time, provided, however, that the aggregate purchase price paid within 90 days after any such Transfer for similar assets within the United States that are not subject to Liens (other than Excepted Liens) for borrowed money other than pursuant to this Agreement (before or after acquisition) will be deducted in determining this 25% limit. Notwithstanding the foregoing, in no event may the Borrower or any Subsidiary Transfer any Mortgaged Property without the consent of the Majority Banks, and in no event may the Borrower or any Existing Subsidiary Transfer its Equity Interests in an Existing Subsidiary without the consent of all of the Banks. If requested by the Borrower in order to facilitate any Transfer which is permitted to be made under the terms of this Section 7.6 or which has otherwise been consented to by the requisite Banks, the Collateral Agent shall release its Lien on the Property or Properties to be Transferred.