Common use of Limitation on Sale and Leaseback Transactions Clause in Contracts

Limitation on Sale and Leaseback Transactions. Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, unless (i) Parent or such Restricted Subsidiary would be entitled to Incur (a) Debt in an amount equal to the Attributable Value of the Sale and Leaseback Transaction pursuant to Section 1010 or Section 1011 and (b) a Lien pursuant to Section 1014, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 1016.

Limitation on Sale and Leaseback Transactions. Parent Level 3 shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, unless (i) Parent Level 3 or such Restricted Subsidiary would be entitled to Incur (a) Debt Indebtedness in an amount equal to the Attributable Value of the Sale and Leaseback Transaction pursuant to Section 1010 6.01 or Section 1011 6.02 and (b) a Lien pursuant to Section 10146.05, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 6.07 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 10166.07.

Limitation on Sale and Leaseback Transactions. Parent The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, unless (i) Parent the Issuer or such Restricted Subsidiary would be entitled to Incur (a) Debt in an amount equal to the Attributable Value of the Sale and Leaseback Transaction pursuant to Section 1010 or Section 1011 and (b) a Lien pursuant to Section 1014, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 1016.

Limitation on Sale and Leaseback Transactions. Parent The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, unless (i) Parent the Company or such Restricted Subsidiary would be entitled to Incur (a) Debt in an amount equal to the Attributable Value of the Sale and Leaseback Transaction pursuant to Section 1010 or Section 1011 and (b) a Lien pursuant to Section 1014, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 10161015.

Limitation on Sale and Leaseback Transactions. Parent The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, other than a Sale and Leaseback Transaction between the Company or a Restricted Subsidiary on the one hand and a Restricted Subsidiary or the Company on the other hand, unless (i) Parent the Company or such Restricted Subsidiary would be entitled to Incur (a) a Lien to secure Debt in an amount equal to the Attributable Value by reason of the Sale and Leaseback Transaction pursuant to provisions of Section 1010 or Section 1011 and (b) a Lien pursuant to Section 10141015, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also equally and ratably securing the Securities, Securities and (ii) the ii)the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 1018 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 10161018.

Limitation on Sale and Leaseback Transactions. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to into any Sale and Leaseback TransactionTransaction involving any of its assets or properties whether now owned or hereafter acquired; provided, unless (i) however, that the Parent or such any Restricted Subsidiary would be entitled to Incur (a) Debt in an amount equal to the Attributable Value of the may enter into a Sale and Leaseback Transaction pursuant to Section 1010 or Section 1011 and if: (ba) a Lien pursuant to Section 1014, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction is at least equal to the fair market value of the property so sold or otherwise transferred, as Net Available Proceeds for purposes determined by a resolution of the Board of Directors; (b) the Parent or such Restricted Subsidiary, as applicable, would be permitted to xxxxx x Xxxx to secure Indebtedness under Section 4.16 in the amount of the Attributable Debt in respect of such Sale Leaseback Transaction; (c) prior to and after giving effect to the Attributable Debt in respect of such Sale and Leaseback Transaction, the Parent and such Restricted Subsidiary comply with Section 10164.4 hereof; and (d) the Parent or such Restricted Subsidiary applies the proceeds received from such sale in accordance with Section 4.18 hereof.

Limitation on Sale and Leaseback Transactions. Parent The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, unless (i) Parent the Company or such Restricted Subsidiary would be entitled to Incur (a) Debt in an amount equal to the Attributable Value of the Sale and Leaseback Transaction pursuant to Section 1010 or Section 1011 and (b) a Lien pursuant to Section 1014, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 1016.1015. 130

Limitation on Sale and Leaseback Transactions. Parent The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to into any Sale and Leaseback TransactionTransaction involving any of its assets or properties whether now owned or hereafter acquired; provided, unless (i) Parent however, that the Issuer or such any Restricted Subsidiary would be entitled to Incur (a) Debt in an amount equal to the Attributable Value of the may enter into a Sale and Leaseback Transaction pursuant to Section 1010 or Section 1011 and if: (ba) a Lien pursuant to Section 1014, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction is at least equal to the fair market value of the property so sold or otherwise transferred, as Net Available Proceeds for purposes determined by a resolution of the Board of Directors; (b) the Issuer or such Restricted Subsidiary, as applicable, would be permitted to xxxxx x Xxxx to secure Indebtedness under Section 4.16 in the amount of the Attributable Debt in respect of such Sale and Leaseback Transaction; (c) prior to and after giving effect to the Attributable Debt in respect of such Sale and Leaseback Transaction, the Issuer and such Restricted Subsidiary comply with Section 10164.4; and (d) the Issuer or such Restricted Subsidiary applies an amount not less than the net proceeds received from such sale in accordance with Section 4.18.

Limitation on Sale and Leaseback Transactions. Parent The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, unless (i) Parent the Company or such Restricted Subsidiary would be entitled to Incur (a) Debt in an amount equal to the Attributable Value of the Sale and Leaseback Transaction pursuant to Section 1010 or Section 1011 and (b) a Lien pursuant to Section 1014, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 1016.1015. 124

Limitation on Sale and Leaseback Transactions. Parent The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, unless (i) Parent the Company or such Restricted Subsidiary would be entitled to Incur (a) Debt in an amount equal to the Attributable Value of the Sale and Leaseback Transaction pursuant to Section 1010 or Section 1011 and (b) a Lien pursuant to Section 1014, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 1016.1015. 107

Limitation on Sale and Leaseback Transactions. Parent The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, unless (i) Parent the Company or such Restricted Subsidiary would be entitled to Incur (a) Debt in an amount equal to the Attributable Value of the Sale and Leaseback Transaction pursuant to Section 1010 or Section 1011 and (b) a Lien pursuant to Section 1014, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 1016.1015. 126

Limitation on Sale and Leaseback Transactions. Parent shall The Company may not, and shall may not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, unless unless: (i1) Parent The Company or such Restricted Subsidiary would be entitled to Incur (a) o Debt in an amount equal to the Attributable Value of the Sale and Leaseback Transaction pursuant to the covenant described in Section 1010 or Section 1011 3.08, and (b) o a Lien pursuant to the covenant described in Section 10143.13, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also securing the Securities, and Notes; and (ii2) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of described in Section 1016 3.15 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 1016covenant.

Limitation on Sale and Leaseback Transactions. Parent The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Sale and Leaseback Transaction, other than a Sale and Leaseback Transaction between the Company or a Restricted Subsidiary on the one hand and a Restricted Subsidiary or the Company on the other hand, unless (i) Parent the Company or such Restricted Subsidiary would be entitled to Incur (a) a Lien to secure Debt in an amount equal to the Attributable Value by reason of the Sale and Leaseback Transaction pursuant to provisions of Section 1010 or Section 1011 and (b) a Lien pursuant to Section 10141015, equal in amount to the Attributable Value of the Sale and Leaseback Transaction, without also equally and ratably securing the Securities, Securities and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1016 1018 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds for purposes of such Section 1016.1018. 4.1-61