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

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless either (a) immediately thereafter, the sum of (1) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into by the Company or a Restricted Subsidiary on or after the Issue Date (or, in the case of a Restricted Subsidiary, the date on which it became a Restricted Subsidiary, if on or after the Issue Date) and (2) the aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the Notes, would not exceed 15% of the Company’s Consolidated Net Tangible Assets or (b) an amount, equal to the greater of the net proceeds to the Company or a Restricted Subsidiary from such sale and the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, is used within 180 days to retire Debt of the Company or a Restricted Subsidiary. However, Debt which is subordinate to the Notes or which is owed to the Company or a Restricted Subsidiary may not be retired in satisfaction of clause (b) above.

Limitation on Sale and Leaseback Transactions. The Company will notBorrower shall not permit, and will shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless either (ai) immediately thereafter, the sum of (1) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into by the Company Borrower or a Restricted Subsidiary on or after the Issue Date date of this Agreement (or, in the case of a Restricted Subsidiary, the date on which it became a Restricted Subsidiary, if on or after the Issue Datedate of this Agreement) and (2) the aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the NotesObligations, would not exceed 15% of the CompanyBorrower’s Consolidated Net Tangible Assets Assets, or (bii) an amount, amount equal to the greater of the net proceeds to the Company Borrower or a Restricted Subsidiary from such sale and the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, Transaction is used within 180 days to retire Debt of the Company Borrower or a Restricted Subsidiary, and such retirement of Debt complies with all other conditions of this Agreement. However, Debt which is subordinate to the Notes Obligations or which that is owed to the Company Borrower or a Restricted Subsidiary may not be retired in satisfaction of clause (b) aboveretired.

Limitation on Sale and Leaseback Transactions. The Company covenants and agrees that it will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, Transaction unless either (a) immediately thereafter, the sum of (1i) the Attributable Debt Company or a Restricted Subsidiary would be entitled, without securing the Outstanding Securities, to be outstanding pursuant to incur Indebtedness secured by a Lien on the Principal Property that is the subject of such Sale and Leaseback Transaction pursuant to the provisions of Section 1006; (ii) the Attributable Debt associated therewith would be in an amount permitted under Section 1006(10); (iii) the proceeds received in respect of the Principal Property so sold and all other leased back at the time of entering into such Sale and Leaseback Transactions entered Transaction are used for the business and operations of the Company or any Subsidiary; or (iv) within 12 months after the sale or transfer, an amount equal to the proceeds received in respect of the Principal Property so sold and leased back at the time of entering into such Sale and Leaseback Transaction is applied to the prepayment (other than mandatory prepayment pursuant to Section 1201) of any Outstanding Securities or Funded Indebtedness that is owed by the Company or a Restricted Subsidiary on or after the Issue Date (or, in the case of a Restricted Subsidiary, the date on which it became a Restricted Subsidiary, if on or after the Issue Date) and (2) the aggregate amount of all Secured Debt, excluding Secured Debt which other than Funded Indebtedness that is secured equally and ratably with the Notes, would not exceed 15% of the Company’s Consolidated Net Tangible Assets or (b) an amount, equal to the greater of the net proceeds to held by the Company or a any Restricted Subsidiary from such sale and the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, is used within 180 days to retire Debt or Funded Indebtedness of the Company or a Restricted Subsidiary. However, Debt which that is subordinate in right of payment to the Notes or which is owed to the Company or a Restricted Subsidiary may not be retired in satisfaction of clause (b) aboveany Outstanding Securities).

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any Restricted Principal Subsidiary of the Company to, enter into any Sale and Leaseback Transaction, unless either Transaction (except for a period not exceeding 36 months) unless (a) immediately thereafter, the sum of (1) the Attributable Debt The Company or such Principal Subsidiary would be entitled to be outstanding pursuant to enter into such Sale and Leaseback Transaction pursuant to the provisions of Section 5.7 hereof without equally and all other Sale ratably securing the obligations under this Loan Agreement and Leaseback Transactions entered into by Note, or the lease is with the Company or a Restricted another Principal Subsidiary; or (b) The Company or such Principal Subsidiary on applies or commits to apply, within 270 days before or after the Issue Date (or, in the case of a Restricted Subsidiary, the date on which it became a Restricted Subsidiary, if on or after the Issue Date) and (2) the aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the Notes, would not exceed 15% of the Company’s Consolidated Net Tangible Assets or (b) an amount, equal to the greater of the net proceeds to the Company or a Restricted Subsidiary from such sale and the Attributable Debt to be outstanding Sale Transaction pursuant to such Sale and Leaseback Transaction, is used within 180 days an amount equal to retire Debt the Net Available Proceeds therefrom to any combination of the Company following: (i) the repayment of Funded Debt, (ii) the purchase of other property which will constitute Principal Property that has an aggregate value of at least the consideration paid therefor or a Restricted Subsidiary. However, Debt which is subordinate (iii) capital expenditures with respect to any Principal Property; provided that the amount to be applied or committed to the Notes repayment of such Funded Debt shall be reduced by (x) any prepayments on the Note made hereunder within six months before or which is owed to after such Sale Transaction, and (y) the Company or a Restricted Subsidiary may not be retired in satisfaction principal amount of any such Funded Debt (without duplication of clause (bx) above.) that is voluntarily retired by the Company within twelve months before or after such Sale Transaction

Limitation on Sale and Leaseback Transactions. The Company will notBorrower shall not permit, and will shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless either (ai) immediately thereafter, the sum of (1) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into by the Company Borrower or a Restricted Subsidiary on or after the Issue Date date of this Agreement (or, in the case of a Restricted Subsidiary, the date on which it became a Restricted Subsidiary, if on or after the Issue Datedate of this Agreement) and (2) the aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the NotesObligations, would not exceed 15% of the Company’s Borrower's Consolidated Net Tangible Assets Assets, or (bii) an amount, amount equal to the greater of the net proceeds to the Company Borrower or a Restricted Subsidiary from such sale and the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, Transaction is used within 180 days to retire Debt of the Company Borrower or a Restricted Subsidiary, and such retirement of Debt complies with all other conditions of this Agreement. However, Debt which is subordinate to the Notes Obligations or which that is owed to the Company Borrower or a Restricted Subsidiary may not be retired in satisfaction of clause (b) aboveretired.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale and Leaseback Transaction, unless either (a) immediately thereafter, ; provided that the sum of (1) the Attributable Debt to be outstanding pursuant to such Company or any Subsidiary may enter into a Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into by the Company or a Restricted Subsidiary on or if: (a) after the Issue Date (orgiving effect thereto, in the case of a Restricted Subsidiary, the date on which it became a Restricted Subsidiary, if on or after the Issue Date) and (2) the aggregate amount of all Secured Debtoutstanding Attributable Debt with respect to all such transactions, excluding Secured Debt which is plus the amount of outstanding Indebtedness secured by a Lien (other than a Permitted Lien) upon any Principal Property or upon the Capital Stock of any Subsidiary (in each case, now owned or hereafter acquired) incurred without equally and ratably with securing the Notes, Securities pursuant to the covenant entitled “Limitation on Mortgages and Liens” would not exceed 1510% of the Company’s Consolidated Net Tangible Assets or calculated at the time of the transaction; or (b) within 120 days after such Sale and Leaseback Transaction, the Company or such Subsidiary applies an amount, amount equal to the greater of the net proceeds to the Company or a Restricted Subsidiary from such sale and the Attributable Debt to be outstanding pursuant to of such Sale and Leaseback Transaction, is used within 180 days Transaction and the Fair Market Value at the time of the transaction of the Principal Property so leased to retire the retirement of Funded Debt of the Company or a Restricted Subsidiary. However, Debt which is subordinate to the Notes or which is owed to the Company or a Restricted Subsidiary may not be retired in satisfaction any of clause (b) aboveits Subsidiaries.

Limitation on Sale and Leaseback Transactions. The Company will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale and Leaseback Transaction, Transaction unless either (a) immediately thereaftersuch transaction involves a lease or right to possession or use for a temporary period not to exceed three years following such sale, by the sum end of which it is intended that the use of such property by the lessee will be discontinued, or (1b) the Company or such Subsidiary would, on the effective date of such transaction, be entitled to issue, assume or guarantee Indebtedness secured by a Security Interest on such property at least equal in amount to the Attributable Debt in respect thereof, without equally and ratably securing the Securities then Outstanding, as set forth in Section 1008 above, or (c) if the proceeds of such sale (i) are equal to be outstanding pursuant or greater than the fair market value (as determined by a committee of any two members of the Board of Directors of the Company appointed by the Board of Directors of the Company for such purposes) of such property and (ii) are applied within 270 days after the receipt of the proceeds of sale or transfer, to such either the purchase or acquisition of fixed assets or equipment used in the operation of the business or the construction of fixed improvements on real property, or to the repayment of Funded Debt (including Securities then Outstanding) of the Company or any of its Subsidiaries ranking on a parity with the Securities then Outstanding. The preceding restrictions shall not apply to any Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into by between the Company and its Subsidiary or a Restricted Subsidiary on or after the Issue Date (or, in the case of a Restricted Subsidiary, the date on which it became a Restricted Subsidiary, if on or after the Issue Date) and (2) the aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the Notes, would not exceed 15% between Subsidiaries of the Company’s Consolidated Net Tangible Assets or (b) an amount, equal to the greater of the net proceeds to the Company or a Restricted Subsidiary from such sale and the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, is used within 180 days to retire Debt of the Company or a Restricted Subsidiary. However, Debt which is subordinate to the Notes or which is owed to the Company or a Restricted Subsidiary may not be retired in satisfaction of clause (b) above.

Limitation on Sale and Leaseback Transactions. The ---------------------------------------------- Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, Transaction unless either (a) immediately thereafter, the sum of (1i) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into by the Company or a Restricted Subsidiary on or after the Issue Date (or, in the case of a Restricted Subsidiary, the date on which it became a Restricted Subsidiary, if on or after the Issue Date) and (2) the aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the Notes, would not exceed 15% of the Company’s Consolidated Net Tangible Assets or (b) an amount, equal to the greater of the net proceeds to the Company or a Restricted Subsidiary from such sale and the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt then outstanding pursuant to all other Sale and Leaseback Transactions entered into by the Company after December 18, 1997, or entered into by a Restricted Subsidiary after December 18, 1997 or, if later, the date on which it became a Restricted Subsidiary, and (iii) the aggregate of all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Securities are secured equally and ratably with (or prior to) such Secured Indebtedness) would not exceed 10% of Consolidated Net Tangible Assets or (b) an amount equal to the greater of (i) the net proceeds to the Company or the Restricted Subsidiary of the sale of the Principal Property sold and leased back pursuant to such Sale and Leaseback Transaction and (ii) the amount of Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction is used within 180 days applied to retire the retirement of Funded Debt of the Company or a any Restricted Subsidiary. However, Subsidiaries (other than Funded Debt which is subordinate to the Notes Securities or which is owed owing to the Company or a any Restricted Subsidiary may not be retired in satisfaction Subsidiaries) within 180 days after the consummation of clause (b) abovesuch Sale and Leaseback Transaction.