Common use of Transfers of Property Clause in Contracts

Transfers of Property. The Company will not, and will not permit any Restricted Subsidiary to, sell, lease as lessor, transfer or otherwise dispose of any Restricted Subsidiary Stock, except pursuant to clause (ii) of this paragraph 6H, or any other Property (collectively, "TRANSFERS") except for: (a) any Transfer made in compliance with paragraph 6G hereof or any Transfer of Unrelated Assets; (b) Transfers of inventory, payments to vendors and suppliers, payments of compensation (including, without limitation, salaries, bonuses, options, insurance, benefits, payments pursuant to employment agreements and other perquisites), and other similar payments, in each case in the ordinary course of business of the Company or such Restricted Subsidiary; (c) any Transfer of Property by a Restricted Subsidiary to the Company or any other Restricted Subsidiary; (d) any other Transfer at any time of any Property to a Person, other than an Affiliate (whether effected in a single transaction or in a series of related transactions) not otherwise permitted under clauses (a) through (c), inclusive, of this paragraph 6H(i) (for purposes of this clause (d), a "CURRENT TRANSFER"), if each of the following conditions would be satisfied with respect to such Transfer: (1) the consideration received in respect of such current Transfer is an amount not less than that reasonably obtainable in a comparable arm's-length transaction or series of transactions with a Person that is not an Affiliate of the Company or any Subsidiary, with neither the seller nor the buyer being under any compulsion to sell or buy, respectively, (2) immediately after giving effect to such current Transfer, no Default or Event of Default would exist, (3) the sum of (A) the net book value of the Property that is the subject of such current Transfer, PLUS (B) the aggregate net book value of all other items of Property of the Company and the Restricted Subsidiaries that were the subject of prior Transfers under this clause (d) consummated during the period beginning on the first day of the four consecutive complete fiscal quarters of the Company then most recently ended and ending immediately prior to the time of such current Transfer, would not exceed 20% of Consolidated Total Assets, determined as at the beginning of such period, and (4) the sum of (A) the contribution (expressed as a percentage and exclusive of losses) to Consolidated Operating Income of such Property, plus (B) the contribution (expressed as a percentage and exclusive of losses) to Consolidated Operating Income of all other items of Property of the Company and the Restricted Subsidiaries that were the subject of prior Transfers under this clause (d) consummated during the period beginning on the first day of the four consecutive complete fiscal quarters of the Company then most recently ended and ending immediately prior to the time of such current Transfer, would not exceed 20% of Consolidated Operating Income for the four consecutive complete fiscal quarters of the Company then most recently ended; PROVIDED that the net book value or the contribution to Consolidated Operating Income of any item of Property shall be excluded for purposes of clause (3) and clause (4) of this paragraph 6H(i)(d) if, prior to consummation of any Transfer, the Company gives written notice (a "REINVESTMENT NOTICE") to all holders of Notes that, within 12 months after such Transfer, the entire proceeds of such Transfer, net of ordinary and reasonable transaction costs and expenses incurred in connection with such Transfer, will be applied by the Company or such Restricted Subsidiary to the purchase of Capital Assets of the Company or any Restricted Subsidiary to be used in the business of the Company, as described in paragraph 6A hereof; PROVIDED further that such exclusions only apply to the extent that the aggregate net book value of all Property so excluded at any one time shall not exceed 25% of Consolidated Tangible Net Worth and the sum of the contributions to Consolidated Operating Income (expressed as a percentage, with each such contribution being determined as of the date of Transfer of the Property generating such contribution) of all Property so excluded at any one time shall not exceed 25%. If the Company shall fail to apply the proceeds of any Transfer in accordance with a Reinvestment Notice given in respect thereof, such failure shall constitute an Event of Default.