Common use of Limitation on Sale and Lease-Back Transactions Clause in Contracts

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectly, and shall not permit any of its Subsidiaries directly or indirectly to, enter into any sale and lease-back transaction for the sale and leasing back of any property, whether now owned or hereafter acquired, unless: (1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or such Subsidiary within a period of not more than three years); (4) the Company or such Subsidiary would be entitled to incur Indebtedness secured by a Lien with respect to such sale and lease-back transaction without equally and ratably securing the Notes or Guarantees pursuant to clauses (1) through (8) of Section 4.1(a); or (5) the Company or any Subsidiary of the Company applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 270 days before or after the effective date of any such sale and lease-back transaction; provided that, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.2(a), the Company and its Subsidiaries shall be permitted to enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.1(b), does not at the time exceed 10% of the Consolidated Net Assets of the Company.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectlywill not, and shall not nor will it permit any of its Subsidiaries directly or indirectly subsidiary to, enter into any sale and lease-back transaction arrangement with any person (other than the Company) providing for the sale and leasing back by the Company or a subsidiary of any property, whether now owned of its properties or hereafter acquired, unless: assets (1) such transaction was entered into prior to the Issue Date; (2) such transaction was except for the sale and leasing back to the Company temporary leases for a term of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three (3) years (and except for sales and leases of model homes), which property has been or which may is to be terminated sold or transferred by the Company or such Subsidiary within subsidiary to such person (herein referred to as a period "Sale and Lease-Back Transaction"), unless (a) the net proceeds to the Company or such subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of not more than three years); Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property so leased, (4b) the Company or such Subsidiary subsidiary would be entitled to incur Indebtedness secured by a Lien with respect on the property to such sale and lease-back transaction without equally and ratably securing the Notes or Guarantees be leased pursuant to clauses Section 3.01, (1) through (8) of Section 4.1(a); or (5c) the Company or shall, and in any Subsidiary of such case the Company applies covenants that it will, apply an amount equal to the net proceeds from fair value (as determined by the sale Board of such property to Directors, the purchase of other property or assets used or useful in the business Chairman of the Company Board, the Vice Chairman, the President or the principal financial officer of any the Company) of its Subsidiaries or the property so leased to the retirement (other than any mandatory retirement), within 180 days of long-term Indebtedness within 270 days before or after the effective date of any such sale Sale and leaseLease-back transaction; provided thatBack Transaction, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.2(a), the Company and its Subsidiaries shall be permitted to enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Funded Indebtedness outstanding pursuant to Section 4.1(b), does not at the time exceed 10% of the Consolidated Net Assets of the Company, (d) such Sale and Lease-Back Transaction relates to a sale which occurred within 180 days from the date of acquisition of such property by the Company or a subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later, or (e) such transaction was consummated prior to the date of this Indenture Supplement.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectlywill not, and shall not nor will it permit any of its Subsidiaries directly or indirectly Consolidated Subsidiary to, enter into any sale and lease-back transaction arrangement with any Person (other than the Company) providing for the sale and leasing back of any property, whether now owned or hereafter acquired, unless: (1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or such a Consolidated Subsidiary within of any Principal Property (except for temporary leases for a period term of not more than three years); , which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such Person (4herein referred to as a “Sale and Lease-Back Transaction”), unless (a) the net proceeds to the Company or such Consolidated Subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of Directors of the Company) of the property so leased, (b) the Company or such Consolidated Subsidiary would be entitled to incur Indebtedness secured by a Lien with respect on the property to such sale and lease-back transaction without equally and ratably securing the Notes or Guarantees be leased pursuant to clauses Section 4, or (1c) through within ninety (8) 90) days of Section 4.1(a); or (5) the Company or any Subsidiary of the Company applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 270 days before or after the effective date of any such sale Sale and leaseLease-back transaction; provided thatBack Transaction, the Company shall, and in lieu any such case the Company covenants that it will, apply an amount equal to the fair value (as determined by the Board of applying such amount Directors of the Company) of the property so leased to the retirement of long-term indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.2(a), the Company and its Subsidiaries shall be permitted to enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Funded Indebtedness outstanding pursuant to Section 4.1(b), does not at the time exceed 10% of the Consolidated Net Assets of the Company, other than Funded Indebtedness the Company was otherwise obligated to repay within such ninety (90) day period.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectlynot, and shall not permit any of its Subsidiaries directly or indirectly to, enter into any sale Sale and leaseLease-back transaction for the sale and leasing back Back Transaction with respect to any property of any propertysuch Person, whether now owned or hereafter acquired, unlessunless either: (1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or such Subsidiary within a period of not more than three years); (4i) the Company or such that Subsidiary would be entitled pursuant to incur Section 3.8 of this Indenture (including any exception to the restrictions set forth therein) to issue, assume or guarantee Indebtedness secured by a Lien on any such property at least equal in amount to the Attributable Debt with respect to such sale Sale and leaseLease-back transaction Back Transaction, without equally and ratably securing the Notes or Guarantees pursuant to clauses (1) through (8) of Section 4.1(a); Notes, or (5ii) the Company or any that Subsidiary shall apply or cause to be applied, in the case of the Company applies a sale or transfer for cash, an amount equal to the net proceeds from thereof and, in the case of a sale of such property or transfer otherwise than for cash, an amount equal to the purchase fair market value of the property so leased, to (1) the retirement, within 12 months after the effective date of the Sale and Lease-Back Transaction, of any of the Company’s Indebtedness ranking at least pari passu with the Notes or Indebtedness of any Subsidiary, in each case owing to a Person other property or assets used or useful in the business of than the Company or of any of its Subsidiaries or (2) to the retirement acquisition, purchase, construction or improvement of long-term Indebtedness within 270 days before real property or after the effective date of any such sale and lease-back transaction; provided that, in lieu of applying such amount personal property used or to the retirement of long-term indebtedness, be used by the Company may deliver Notes to or any of its Subsidiaries in the Trustee for cancellation, such Notes to be credited at the cost thereof to the Companyordinary course of business. (b) Notwithstanding the These restrictions set forth in Section 4.2(a)will not apply to: (i) transactions providing for a lease term, including any renewal, of not more than three years; and (ii) transactions between the Company and any of its Subsidiaries shall be permitted to enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.1(b), does not at the time exceed 10% of the Consolidated Net Assets of or between the Company’s Subsidiaries.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectlywill not, and shall not nor will it permit any of its Subsidiaries directly or indirectly subsidiaries to, enter into any sale and lease-back transaction arrangement with any Person (other than the Company) providing for the sale and leasing back by the Company or a subsidiary of any property, whether now owned of its properties or hereafter acquired, unless: assets (1) such transaction was entered into prior to the Issue Date; (2) such transaction was except for the sale and leasing back to the Company temporary leases for a term of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three (3) years (and except for sales and leases of model homes), which property or which may asset has been or is to be terminated sold or transferred by the Company or such Subsidiary within subsidiary to such Person (herein referred to as a period "Sale and Lease-Back Transaction"), unless (a) the net proceeds to the Company or such subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of not more than three years); Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property or asset so leased, (4b) the Company or such Subsidiary subsidiary would be entitled to incur Indebtedness secured by a Lien with respect on the property or asset to such sale and lease-back transaction without equally and ratably securing the Notes or Guarantees be leased pursuant to clauses Section 3.01, (1) through (8) of Section 4.1(a); or (5c) the Company or shall, and in any Subsidiary of such case the Company applies covenants that it will, apply an amount equal to the net proceeds from fair value (as determined by the sale Board of such property to Directors, the purchase Chairman of other the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property or assets used or useful in the business of the Company or of any of its Subsidiaries or asset so leased to the retirement (other than any mandatory retirement), within 180 days of long-term Indebtedness within 270 days before or after the effective date of any such sale Sale and leaseLease-back transaction; provided thatBack Transaction, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.2(a), the Company and its Subsidiaries shall be permitted to enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Funded Indebtedness outstanding pursuant to Section 4.1(b), does not at the time exceed 10% of the Consolidated Net Assets of the Company, (d) such Sale and Lease-Back Transaction relates to a sale which occurred within 180 days from the date of acquisition of such property or asset by the Company or a subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later, or (e) such transaction was consummated prior to the date of this Indenture Supplement.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectly, and shall not permit any of its Subsidiaries directly or indirectly to, enter into any sale and lease-back transaction for the sale and leasing back of any property, whether now owned or hereafter acquired, unless: (1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or such Subsidiary within a period of not more than three years); (4) the Company or such Subsidiary would be entitled to incur Indebtedness secured by a Lien with respect to such sale and lease-back transaction without equally and ratably securing the Notes or Guarantees pursuant to clauses (1) through (8) of Section 4.1(a4.2(a); or (5) the Company or any Subsidiary of the Company applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 270 days before or after the effective date of any such sale and lease-back transaction; provided that, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.2(a4.3(a), the Company and its Subsidiaries shall be permitted to may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.1(b4.2(b), does not at the time exceed 10% of the Consolidated Net Assets of the Company.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectlynot, and shall not permit any of its Restricted Subsidiaries directly or indirectly to, enter into any sale Sale and leaseLease-back transaction for the sale and leasing back Back Transaction with respect to any property of any propertysuch Person, whether now owned or hereafter acquired, unlessunless either: (1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or such Subsidiary within a period of not more than three years); (4i) the Company or such that Restricted Subsidiary would be entitled pursuant to incur Section 3.8 of this Indenture (including any exception to the restrictions set forth therein) to issue, assume or guarantee Indebtedness secured by a Lien on any such property at least equal in amount to the Attributable Debt with respect to such sale Sale and leaseLease-back transaction Back Transaction, without equally and ratably securing the Notes or Guarantees pursuant to clauses (1) through (8) of Section 4.1(a); Notes, or (5ii) the Company or any that Restricted Subsidiary shall apply or cause to be applied, in the case of the Company applies a sale or transfer for cash, an amount equal to the net proceeds from thereof and, in the case of a sale of such property or transfer otherwise than for cash, an amount equal to the purchase of other property or assets used or useful in the business fair market value of the Company or of any of its Subsidiaries or property so leased, to (1) the retirement of long-term Indebtedness retirement, within 270 days before or 12 months after the effective date of the Sale and Lease-Back Transaction, of any such sale and lease-back transaction; provided thatof the Company’s Indebtedness ranking at least pari passu with the Notes or Indebtedness of any Restricted Subsidiary, in lieu each case owing to a Person other than the Company or any of applying such amount its Restricted Subsidiaries or (2) to the retirement acquisition, purchase, construction or improvement of long-term indebtedness, real property or personal property used or to be used by the Company may deliver Notes to or any of its Restricted Subsidiaries in the Trustee for cancellation, such Notes to be credited at the cost thereof to the Companyordinary course of business. (b) Notwithstanding the These restrictions set forth in Section 4.2(a)will not apply to: (i) transactions providing for a lease term, including any renewal, of not more than three years; and (ii) transactions between the Company and any of its Restricted Subsidiaries shall be permitted to enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.1(b), does not at the time exceed 10% of the Consolidated Net Assets of or between the Company’s Restricted Subsidiaries.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall Borrower will not directly enter into, or indirectly, and shall not permit any of its Subsidiaries directly or indirectly toto enter into, enter into any sale and lease-back transaction for the sale and leasing back of any property, whether now owned or hereafter acquired, unless: (1i) such transaction was entered into prior to the Issue First Amendment and Restatement Effective Date; (2ii) such transaction was for the sale and leasing back to the Company Borrower or any of its Subsidiaries of any property by one of the CompanyBorrower’s Subsidiaries; (3iii) such transaction involves was for the sale and leasing back to the Borrower or any of its Subsidiaries of any property by any domestic or foreign Governmental Authority in connection with pollution control, industrial revenue, private activity bonds or similar financing; (iv) the aggregate fair value of property sold pursuant to such transactions involving a lease for not more than three years (or which may be terminated that is then outstanding shall not exceed, together with the aggregate principal amount of Indebtedness that is then outstanding and secured by the Company or such Subsidiary within a period Liens referred to in Section 5.03(a)(v) above, the greater of not more than three years)(x) $45,000,000 and (y) 2.0% of Total Assets; (4v) the Company Borrower or such Subsidiary any of its Subsidiaries would be entitled to incur Indebtedness secured by a Lien mortgage on the property to be leased in an amount equal to the attributable Liens with respect to such sale and lease-back transaction without equally and ratably securing the Notes or Guarantees pursuant to clauses (1) through (8) of Section 4.1(a)transaction; or (5vi) the Company Borrower or any Subsidiary of the Company its Subsidiaries applies an amount equal to the net proceeds from fair value of the sale of such property sold to the purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of its long-term Indebtedness within 270 365 days before or after of the effective date of any such sale and lease-back transaction; provided that, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.2(a), the Company and its Subsidiaries shall be permitted to enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.1(b), does not at the time exceed 10% of the Consolidated Net Assets of the Company.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectlywill not, and shall will not permit any Restricted Subsidiary of its Subsidiaries directly or indirectly the Company to, enter into any sale Sale and lease-back transaction for the sale and leasing back of Leaseback Transaction with respect to any property, whether now owned or hereafter acquired, Principal Property unless: (1) such transaction was entered into prior to the Issue DateSale and Leaseback Transaction is solely with the Company or another Subsidiary of the Company; (2) such transaction was the lease is for the sale and leasing back to the Company a period not in excess of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years 36 months (or which may be terminated by the Company or such Restricted Subsidiary), including renewals; (3) the Company or such Restricted Subsidiary within would (at the time of entering into such arrangement) be entitled as described in clauses (1)-(17) of Section 3.02(a) of this Supplemental Indenture above without equally and ratably securing the notes then outstanding under the Indenture, to create, Incur, issue, assume or Guarantee Indebtedness secured by a period Lien on such property or assets in the amount of not more than three years);the Attributable Debt arising from such Sale and Leaseback Transaction; or (4) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien within 270 days after the sale of such property or assets in connection with respect to such sale Sale and lease-back transaction without equally and ratably securing the Notes or Guarantees pursuant to clauses (1) through (8) of Section 4.1(a); or (5) the Company or any Subsidiary of the Company Leaseback Transaction is completed, applies an amount equal to the net proceeds from of the sale of such property to the purchase of other property or assets used to (i) the retirement of Notes, other Funded Debt of the Company ranking on a parity with the Notes or useful in the business Funded Debt of a Subsidiary of the Company or (ii) the purchase of any of its Subsidiaries additional property or to the retirement of long-term Indebtedness within 270 days before or after the effective date of any such sale and lease-back transaction; provided that, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Companyassets. (b) Notwithstanding the restrictions set forth in Section 4.2(a)3.03(a) hereof, the Company and its Restricted Subsidiaries shall be permitted to may enter into any sale Sale and lease-back transaction Leaseback Transaction which would otherwise be subject to the foregoing restrictions, restrictions of Section 3.03(a) hereof if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.1(b), does not and at the time of determination, Aggregate Debt does not exceed 10the greater of (x) $500.0 million and (y) 15% of the Consolidated Net Assets of the CompanyTotal Assets.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectlynot, and nor shall not it permit any of its Subsidiaries directly or indirectly Restricted Subsidiary to, enter into any sale Sale and leaseLease-back transaction for Back Transaction with respect to any Principal Property unless the sale aggregate amount of all Attributable Debt with respect to such transactions, together with all Debt outstanding pursuant to Section 4.2(a) above, would not exceed 10% of Consolidated Total Assets; provided, however, that the foregoing restrictions shall not apply to any Sale and leasing back of any property, whether now owned or hereafter acquired, unlessLease-Back Transaction if: (1) such transaction was entered into prior to the Issue Datelease is for a period, including renewals, of not more than three years; (2) such the transaction was for the sale and leasing back to is between the Company of any property by one of the Company’s and a Restricted Subsidiary or between Restricted Subsidiaries; (3) such transaction involves a lease for not more than three years (the purchaser's commitment is obtained within 180 days before or which may be terminated by after the Company acquisition, construction or such Subsidiary within a period placing in service of not more than three years)the Principal Property; (4) the Company or such Restricted Subsidiary would be entitled pursuant to incur Indebtedness Section 4.2(a) to Incur Debt secured by a Lien on such Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such sale Sale and leaseLease-back transaction Back Transaction without equally and ratably securing the Notes or Guarantees pursuant to clauses (1) through (8) of Section 4.1(a)Notes; or (5) the Company or any Subsidiary such Restricted Subsidiary, within 180 days after the effective date of the transaction, applies (A) to the retirement of Notes or other Debt of the Company applies or any Restricted Subsidiary or (B) to the purchase of or investment in property, securities or other assets which shall be used (or, in the case of any securities, are Capital Stock issued by a company engaged) in the Company's business or that of its Restricted Subsidiaries as then being conducted, in each case, an amount equal to the net proceeds from of the sale of such property to the purchase of other property or assets used or useful in the business transfer of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 270 days before or after the effective date of any such sale Principal Property so sold and lease-leased back transaction; provided that, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.2(a), the Company and its Subsidiaries shall be permitted to enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect pursuant to such transactions, together with all Indebtedness outstanding pursuant to Section 4.1(b), does not at the time exceed 10% of the Consolidated Net Assets of the Companyarrangement.

Limitation on Sale and Lease-Back Transactions. (a) The Neither the Company shall not directly or indirectly, and shall not permit nor any of its Subsidiaries directly or indirectly to, will enter into any sale and lease-back transaction for the sale and leasing back of any propertyPrincipal Property, whether now owned or hereafter acquired, unless: (1i) such transaction was entered into prior to the Issue Date;; 36 (2ii) such transaction was for the sale and leasing back to the Company of any property Principal Property by one of the Company’s its Subsidiaries; (3iii) such transaction involves a lease for not more than three years (or which may be terminated by the Company or such Subsidiary within a period of not more than three years); (4iv) the Company or such Subsidiary would be entitled to incur Indebtedness secured by a Lien mortgage on the property to be leased in an amount equal to the Attributable Liens with respect to such sale and lease-back transaction without equally and ratably securing the Notes or Guarantees Notes, pursuant to clauses (1) through (8) of Section 4.1(a4.07(a); or (5v) the Company or any Subsidiary of the Company applies an amount equal to the net proceeds from the sale of such property the Principal Property to the purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries another Principal Property or to the retirement of long-term Indebtedness within 270 days 12 months before or after the effective date of any such sale and lease-back transaction; provided that, that in lieu of applying such amount to the retirement of long-term indebtednesssuch retirement, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.2(a4.09(a), the Company and its Subsidiaries shall be permitted to may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, restrictions if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.1(b), does not and at the time of determination, Aggregate Debt does not exceed 10the greater of (i) 15% of the Consolidated Net Assets Worth calculated as of the Companyclosing date of the sale and lease-back transaction or (ii) $780.0 million.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectlywill not, and shall not nor will it permit any of its Subsidiaries directly or indirectly subsidiaries to, enter into any sale and lease-back transaction arrangement with any person (other than the Company) providing for the sale and leasing back by the Company or a subsidiary of any property, whether now owned of its properties or hereafter acquired, unless: assets (1) such transaction was entered into prior to the Issue Date; (2) such transaction was except for the sale and leasing back to the Company temporary leases for a term of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three (3) years (and except for sales and leases of model homes), which property has been or which may is to be terminated sold or transferred by the Company or such Subsidiary within subsidiary to such person (herein referred to as a period “Sale and Lease-Back Transaction”), unless (a) the net proceeds to the Company or such subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of not more than three years); Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property so leased, (4b) the Company or such Subsidiary subsidiary would be entitled to incur Indebtedness secured by a Lien with respect on the property to such sale and lease-back transaction without equally and ratably securing the Notes or Guarantees be leased pursuant to clauses Section 3.01, (1) through (8) of Section 4.1(a); or (5c) the Company or shall, and in any Subsidiary of such case the Company applies covenants that it will, apply an amount equal to the net proceeds from fair value (as determined by the sale Board of such property to Directors, the purchase of other property or assets used or useful in the business Chairman of the Company Board, the Vice Chairman, the President or the principal financial officer of any the Company) of its Subsidiaries or the property so leased to the retirement (other than any mandatory retirement), within 180 days of long-term Indebtedness within 270 days before or after the effective date of any such sale Sale and leaseLease-back transaction; provided thatBack Transaction, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.2(a), the Company and its Subsidiaries shall be permitted to enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Funded Indebtedness outstanding pursuant to Section 4.1(b), does not at the time exceed 10% of the Consolidated Net Assets of the Company, (d) such Sale and Lease-Back Transaction relates to a sale which occurred within 180 days from the date of acquisition of such property by the Company or a subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later, or (e) such transaction was consummated prior to the date of this Indenture Supplement.

Limitation on Sale and Lease-Back Transactions. (a) The Company shall not directly or indirectly, and shall not permit any of its Subsidiaries directly or indirectly to, enter into any sale and lease-back transaction for the sale and leasing back of any property, whether now owned or hereafter acquired, unless: (1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or such Subsidiary within a period of not more than three years); (4) the Company or such Subsidiary would be entitled to incur Indebtedness secured by a Lien with respect to such sale and lease-back transaction without equally and ratably securing the Notes or Guarantees notes pursuant to clauses (1) through (8) of Section 4.1(a4.2(a); or (5) the Company or any Subsidiary of the Company applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 270 days before or after the effective date of any such sale and lease-back transaction; provided that, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver Notes notes to the Trustee for cancellation, such Notes notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.2(a4.3(a), the Company and its Subsidiaries shall be permitted to may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness indebtedness outstanding pursuant to Section 4.1(b4.2(b), does not at the time exceed 10% of the Consolidated Net Assets of the Company.