Common use of Limitation on Sale and Lease Clause in Contracts

Limitation on Sale and Lease. back. So long as any Securities are Outstanding, the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person, unless either (i) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described above, to issue, assume, extend, renew or replace Debt secured by a Mortgage upon such property equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Section 4.05 above and this Section 4.06 to be Debt subject to the provisions of Section 4.05 above (which provisions include the exceptions set forth in clauses (i) through (vi) of such Section), or (ii) the Company shall apply an amount in cash equal to the greater of (A) the net proceeds of the sale of the Principal Property so sold and leased back or (B) the fair market value (as determined in good faith by the Company's Board of Directors) of the Principal Property so sold and leased back, to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such lease arrangement, of Funded Debt of the Company or any Restricted Subsidiary (other than Debt owned by the Company or any Restricted Subsidiary) or the purchase of other property which will constitute a Principal Property having a fair market value (as determined in good faith by the Company's Board of Directors) at least equal to the fair market value of the Principal Property leased in such sale and lease-back transaction or (iii) such sale and lease-back transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries. The provisions of this Section 4.06 shall not apply to any lease arrangements having a maximum term (including renewal and other extension options) of three years or less.

Limitation on Sale and Lease. backBack. So long as the Securities of any Securities series are Outstandingoutstanding, the Company Issuer will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company Issuer or any Restricted Subsidiary of any Principal PropertyProperty owned by the Issuer or any Restricted Subsidiary whether such Principal Property is now owned or hereafter acquired (except for temporary leases for a term of not more than three years and except for leases between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company Issuer or such Restricted Subsidiary to such Person, unless either unless (ia) the Company Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described aboveSection 3.6, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Section 4.05 above Sections 3.6 and this Section 4.06 3.7 to be Debt subject to the provisions of Section 4.05 above 3.6; or (which provisions include the exceptions set forth in clauses (i) through (vi) of such Section), or (iib) the Company Issuer shall apply an amount in cash equal to the greater Attributable Debt in respect of (A) the net proceeds of the sale of the Principal Property so sold and leased back or (B) the fair market value (as determined in good faith by the Company's Board of Directors) of the Principal Property so sold and leased back, such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 90 days of the effective date of any such lease arrangement, of Funded Debt (except as otherwise provided by the terms of any series of Securities issued hereunder) of the Company Issuer or any Restricted Subsidiary (other than Debt owned by the Company Issuer or any Restricted Subsidiary) which by its terms matures at or is extendible or renewable at the purchase of other property which will constitute a Principal Property having a fair market value (as determined in good faith by the Company's Board of Directors) at least equal to the fair market value option of the Principal Property leased in obligor to a date more than twelve months after the date of the creation of such sale and lease-back transaction or (iii) such sale and lease-back transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries. The provisions of this Section 4.06 shall not apply to any lease arrangements having a maximum term (including renewal and other extension options) of three years or lessDebt.

Limitation on Sale and Lease. back. So Back Transactions ---------------------------------------------- If this covenant shall be made applicable to the Securities of a particular series, the Company covenants and agrees that so long as any Securities are Outstanding, the Company of such series remains outstanding neither it nor any Significant Subsidiary will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person person (other than the Company or a Significant Subsidiary), providing for the leasing by to the Company or any Restricted a Significant Subsidiary of any Principal Property, assets which property has have been or is are to be sold or transferred by the Company or such Restricted Significant Subsidiary to such Person, unless either person (a "Sale and Lease-Back Transaction") unless; (i) such transaction involves a lease for a temporary period not to exceed three years; (ii) such transaction is between the Company or such Restricted a Significant Subsidiary and an affiliate of the Company; (iii) the Company would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described above, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon Lien on the assets or property involved in such property transaction at least equal in amount to the Attributable Debt in attributable debt with respect of to such arrangement Sale and Lease-Back Transaction, without equally and ratably securing the Securities, pursuant to the limitation on Liens described above other than pursuant to the penultimate paragraph thereof; provided(iv) such transaction is entered into within 60 days after the initial acquisition by the Company of the assets or property subject to such transaction; (v) after giving effect thereto, howeverthe aggregate amount of all attributable debt with respect to all such Sale and Lease-Back Transactions does not exceed 10% of Consolidated Net Tangible Assets; or (vi) the Company or a Significant Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, that from and regardless of whether such sale or transfer may have been made by the Company or such Significant Subsidiary, applies in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the assets so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company or such Significant Subsidiary), (a) to the retirement of indebtedness for money borrowed, incurred or assumed by the Company or a Significant Subsidiary, which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date on which of incurring, assuming or guaranteeing such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Section 4.05 above and this Section 4.06 to be Debt subject to the provisions of Section 4.05 above (which provisions include the exceptions set forth in clauses (i) through (vi) of such Section), debt or (iib) the Company shall apply an amount to investment in cash equal to the greater of (A) the net proceeds of the sale of the Principal Property so sold and leased back or (B) the fair market value (as determined in good faith by the Company's Board of Directors) of the Principal Property so sold and leased back, to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such lease arrangement, of Funded Debt assets of the Company or any Restricted Subsidiary (other than Debt owned by the Company or any Restricted Significant Subsidiary) or the purchase of other property which will constitute a Principal Property having a fair market value (as determined in good faith by the Company's Board of Directors) at least equal to the fair market value of the Principal Property leased in such sale and lease-back transaction or (iii) such sale and lease-back transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries. The provisions of this Section 4.06 shall not apply to any lease arrangements having a maximum term (including renewal and other extension options) of three years or less.

Limitation on Sale and Lease. backBack. So long as any Securities are Outstanding, the --------------------------------- The Company will not, covenants and agrees that neither it nor will it permit any Restricted Subsidiary to, will enter into any arrangement with any Person (other than the Company or a Restricted Subsidiary), or to which any Person is a party, providing for the leasing by to the Company Company, or any a Restricted Subsidiary Subsidiary, for a period, including renewals, of more than three years of any Principal Property, Property which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person, Person or to any other Person (other than the Company or a Restricted Subsidiary) to which funds have been or are to be advanced by such Person on the security of such leased property (in this Article Ten called a "Sale and Lease-Back Transaction") unless either either: (ia) the The Company or such Restricted Subsidiary would be entitledentitled to create, assume, guarantee or suffer Indebtedness secured by a Mortgage under any provision of clauses (a) through (e) of Section 10.7 or, pursuant to the provisions of the covenant on limitation on liens described aboveSection 10.7, to issueincur Indebtedness in a principal amount equal to or exceeding the Value of such Sale and Lease-Back Transaction, assume, extend, renew or replace Debt secured by a Mortgage upon such on the property equal in amount to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the Securities; provided, however, that from and or (b) The Company or such Restricted Subsidiary within four months after the effective date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall Sale and Lease-Back Transaction (whether made by the Company or a Restricted Subsidiary), applies to the voluntary retirement of Indebtedness of the Company (which may include Securities, provided that any series of Securities may only be deemed for all purposes under Section 4.05 above redeemed in accordance with the terms of such series) maturing by the terms thereof more than one year after the original creation thereof and ranking at least pari passu with the Securities (hereinafter in this Section 4.06 to be Debt subject to the provisions of Section 4.05 above (which provisions include the exceptions set forth in clauses (icalled "Funded Debt") through (vi) of such Section), or (ii) the Company shall apply an amount in cash equal to the greater of (Ai) the net proceeds of the sale of the Principal Property so sold property subject to the Sale and leased back or Lease-Back Transaction and (Bii) the fair market value (as determined in good faith by Value of such Sale and Lease-Back Transaction, less the Company's Board principal amount of Directors) of the Principal Property so sold and leased back, to the retirement (other than any mandatory retirement or by way of payment at maturity), Securities delivered within 180 days of four months after the effective date of any such lease arrangement, to the Trustee for retirement and cancellation and the principal amount of other Funded Debt of the Company or any Restricted Subsidiary (other than Debt owned voluntarily retired by the Company or any Restricted Subsidiary) or the purchase within such four-month period, excluding retirements of other property which will constitute a Principal Property having a fair market value (as determined in good faith by the Company's Board of Directors) at least equal to the fair market value of the Principal Property leased in such sale and lease-back transaction or (iii) such sale and lease-back transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries. The provisions of this Section 4.06 shall not apply to any lease arrangements having a maximum term (including renewal Securities and other extension options) Funded Debt as a result of three years conversions or lesspursuant to mandatory sinking fund or prepayment provisions or by payment at maturity.

Limitation on Sale and Lease. backBack. So long as any Securities are Outstanding, the Company GM will not, nor will it permit any Restricted Manufacturing Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company GM or any Restricted Manufacturing Subsidiary of any Principal PropertyDomestic Manufacturing Property owned by GM or any Manufacturing Subsidiary on the Effective Date (except for temporary leases for a term of not more than five years and except for leases between GM and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Company GM or such Restricted Manufacturing Subsidiary to such Person, unless either either: (i) the Company GM or such Restricted Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described abovesubsection 6.1, to issue, assume, extend, renew or replace Debt Indebtedness secured by a Mortgage Lien upon such property equal in amount to the Attributable Debt Indebtedness in respect of such arrangement without equally and ratably securing the Securitiesamount owing hereunder; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt Indebtedness in respect of such arrangement shall be deemed for all purposes under Section 4.05 above subsection 6.2(a) and this Section 4.06 subsection to be Debt Indebtedness subject to the provisions of Section 4.05 above subsection 6.2 (a) (which provisions include the exceptions set forth in clauses (i) through (vi) of such Sectionthereof), or or (ii) the Company GM shall apply an amount in cash equal to the greater Attributable Indebtedness in respect of (A) the net proceeds of the sale of the Principal Property so sold and leased back or (B) the fair market value (as determined in good faith by the Company's Board of Directors) of the Principal Property so sold and leased back, such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such lease arrangement, of Funded Debt Indebtedness of the Company GM or any Restricted Manufacturing Subsidiary (other than Debt Indebtedness owned by the Company GM or any Restricted Manufacturing Subsidiary) which by its terms matures at or is extendible or renewable at the purchase of other property which will constitute a Principal Property having a fair market value (as determined in good faith by the Company's Board of Directors) at least equal to the fair market value option of the Principal Property leased in obligor to a date more than twelve months after the date of the creation of such sale and lease-back transaction or (iii) such sale and lease-back transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries. The provisions of this Section 4.06 shall not apply to any lease arrangements having a maximum term (including renewal and other extension options) of three years or lessIndebtedness.