Common use of Transfer of Properties Clause in Contracts

Transfer of Properties. No Obligor will, nor will it permit any of its Restricted Subsidiaries to, Transfer any Property to any Person other than to EXLP or to any of its Restricted Subsidiaries, except the Borrower, EXLP and their Restricted Subsidiaries: (a) may Transfer any Property which, in the reasonable judgment of such Person, is obsolete, worn out or otherwise no longer useful in the conduct of such Person’s business; (b) may sell or lease inventory or equipment in the ordinary course of business; (c) so long as no Event of Default has occurred and is continuing or would result therefrom, may Transfer Compression Assets to Holdings or any of Holdings’ Subsidiaries (other than EXLP or any Subsidiary thereof) pursuant to the Omnibus Agreement; (d) so long as no Event of Default has occurred and is continuing or would result therefrom, may Transfer Property not permitted to be Transferred under any other paragraph of this Section 9.11, so long as the value of such Property, when taken together with the aggregate value of all other Property Transferred pursuant to this paragraph (d) in any fiscal year, does not exceed 10% of Consolidated Net Tangible Assets as measured on the last day of the fiscal year most recently ended; and (e) may Transfer Property as otherwise permitted by Sections 9.03(k), (l) or (m); provided that all Transfers made pursuant to paragraphs (c), (d) and (e) above (other than leases entered into pursuant to paragraph (c) above and Investments made in Unrestricted Subsidiaries pursuant to paragraph (e) above) shall be made for fair market value.