Limitation on Sale and Leasebacks. (a) The Company shall not, and shall not permit any Subsidiary to, enter into any Sale and Leaseback Transaction (other than a Permitted Sale and Leaseback Transaction), unless the Company or such Subsidiary would be entitled to secure the property to be leased (without equally and ratably securing the outstanding Notes) in a principal amount equal to the amount of Attributable Debt incurred in such Sale and Leaseback Transaction.
(b) For purposes of Section 3.01 and this Section 3.02, “Permitted Sale and Leaseback Transaction” means any of the following: (i) temporary leases for a term, including renewals at the option of the lessee, of not more than three years, (ii) leases between only the Company and a Subsidiary or only between Subsidiaries of the Company, (iii) leases of property executed by the time of, or within 12 months after the latest of (A) the acquisition, (B) the completion of construction or improvement or (C) the commencement of commercial operation of the property and (iv) any Sale and Leaseback Transaction regarding the real property in Silver Spring, Maryland and the Company’s headquarters building located on such property.
Limitation on Sale and Leasebacks. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby the Borrower or such Restricted Subsidiary shall in one or more related transactions sell, transfer or otherwise dispose of any property owned by the Borrower or such Restricted Subsidiary more than 180 days after the later of the date of initial acquisition of such property or completion or occupancy thereof, as the case may be, by the Borrower or such Restricted Subsidiary, and then rent or lease, as lessee, such property or any part thereof (a “Sale and Leaseback Transaction”); provided that the foregoing restriction shall not apply to any Sale and Leaseback Transaction if immediately after the consummation of such Sale and Leaseback Transaction and after giving effect thereto, any of the following conditions is satisfied:
(a) the lease relating to such Sale and Leaseback Transaction is not a Long-Term Lease; or
(b) the sale of property relating to such Sale and Leaseback Transaction constitutes a sale of such property by a Restricted Subsidiary to the Borrower or to a Wholly-owned Restricted Subsidiary or by the Borrower to a Wholly-owned Restricted Subsidiary; or
(c) the sale of such property is for cash consideration which (after deduction of any expenses incurred by the Borrower or any Restricted Subsidiary in connection with such Sale and Leaseback Transaction) equals or exceeds the fair market value of the property so sold (as determined in good faith by the Board of Directors of the Borrower) and the net proceeds from such sale are applied to either (i) the purchase or acquisition (and, in the case of real property, the construction) of fixed assets useful and intended to be used by the Borrower or a Restricted Subsidiary in the operation of the business of the Borrower and its Restricted Subsidiaries as described in Section 5.10 hereof (provided that in any such event the Borrower and its Restricted Subsidiaries shall not then or thereafter cause or permit or agree or consent to cause or permit such tangible assets to be subject to any Lien) or (ii) the prepayment with the applicable prepayment premium, if any, on a pro rata basis, of Senior Funded Debt of the Borrower; provided that if any such Senior Funded Debt so prepaid constitutes Indebtedness outstanding under any revolving credit or similar credit facility, such prepayment shall result in a permanent reduction of the Indebtedness which the Borrower and its ...
Limitation on Sale and Leasebacks. The Company will not, and will not permit any of its Subsidiaries to, enter into any arrangement with any Person pursuant to which the Company or any of its Subsidiaries leases any property that has been or is to be sold or transferred by the Company or its Subsidiaries to such Person (a “Sale and Leaseback Transaction”), except that a Sale and Leaseback Transaction is permitted if the Company or such Subsidiary would be entitled to secure the property to be leased by a Lien (without equally and ratably securing the outstanding Securities) in an amount equal to the present value of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually (such amount is referred to as the “Attributable Debt”). In addition, the following Sale and Leaseback Transactions shall not be subject to the limitation above and shall not be included in calculating Attributable Debt for purposes of Section 1008:
(1) temporary leases for a term, including renewals at the option of the lessee, of not more than three years;
(2) leases between only the Company and a Subsidiary of the Company or only between the Company’s Subsidiaries; and
(3) leases of property executed by the time of, or within 18 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property.
Limitation on Sale and Leasebacks. Enter into any arrangement, directly or indirectly, with any Person whereby it shall Dispose of any Property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such Property or other Property which it intends to use for substantially the same purpose or purposes as the Property being sold or transferred (any such transaction, a “Sale and Leaseback”), unless (i) the Disposition of such Property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the fair market value of such Property, (ii) the Disposition of such Property is permitted by Section 6.04 and is consummated within 10 Business Days after the date on which such Property is sold or transferred, (iii) any Liens arising in connection therewith are permitted under Section 6.02, and (iv) such Sale and Leaseback would be permitted under Section 6.01, assuming the Attributable Indebtedness with respect to such Sale and Leaseback constituted Indebtedness under Section 6.01.
Limitation on Sale and Leasebacks. Holdings will not, and will not permit any Restricted Subsidiary to, enter into any sale and leaseback transaction with respect to any Property other than any such transaction involving a lease for a term of not more than three years or any lease between Holdings and a Restricted Subsidiary or between Restricted Subsidiaries, unless either:
(a) Holdings or such Restricted Subsidiary would be entitled to incur debt for money borrowed secured by a Lien on such Property at least equal in amount to the Attributable Debt with respect to such sale and leaseback transaction, without equally and ratably securing the Notes; or
(b) Holdings or a Restricted Subsidiary will apply an amount in cash equal to the greater of the net proceeds of such sale and the Attributable Debt with respect to such sale and leaseback transaction to:
(1) the retirement of senior indebtedness that matures more than twelve months after the creation of such senior indebtedness; or
(2) the acquisition, construction, development or improvement of properties, facilities or equipment that are, or upon such acquisition, construction, development or improvement will be, or will be a part of, a Property.
Limitation on Sale and Leasebacks. The Company shall not enter into any Sale and Leaseback Transaction, nor permit any Subsidiary owning Restricted Property so to do, unless either:
(1) the Company or such Subsidiary would be entitled to incur Indebtedness, in a principal amount at least equal to the Value of such Sale and Leaseback Transaction, which is secured by Liens on the property to be leased (without equally and ratably securing the outstanding Notes having the benefit of Section 5.01 of this First Supplemental Indenture) because such Liens would be of such character that no violation of any of the provisions of Section 5.01 of this First Supplemental Indenture would result, or
(2) the Company during the six months immediately following the effective date of such Sale and Leaseback Transaction causes to be applied to (A) the acquisition of Restricted Property or (B) the voluntary retirement of Funded Debt (whether by redemption, defeasance, repurchase, or otherwise) an amount equal to the lesser of (i) the net proceeds of the sale of the Restricted Property leased pursuant to such Sale and Leaseback Transaction or the fair value of the Restricted Property so leased (whichever amount is greater) or (ii) the Value of such Sale and Leaseback Transaction.
Limitation on Sale and Leasebacks. The Credit Parties will not enter into any arrangement whereby any Credit Party shall sell or transfer any Property owned by it to any Person and thereupon any Credit Party shall lease or intend to lease, as lessee, the same Property.
Limitation on Sale and Leasebacks. (a) The Company shall not, and shall not permit any Subsidiary to, enter into any Sale and Leaseback Transaction (other than a Permitted Sale and Leaseback Transaction), unless the Company or such Subsidiary would be entitled to secure the property to be leased (without equally and ratably securing the outstanding Notes) in a principal amount equal to the amount of Attributable Debt incurred in such Sale and Leaseback Transaction.
Limitation on Sale and Leasebacks. Enter into any arrangement with any Person whereby such Group Entity shall sell or otherwise transfer any property owned by it either:
(a) such Person and thereafter rent or lease such Property from such Person; or
(b) any other Person to whom funds have been or are to be advanced by such Person on the security of such Property or rental obligations of such Group Entity.
Limitation on Sale and Leasebacks. Enter into any arrangement, directly or indirectly, with any Person whereby it shall Dispose of any Property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such Property or other Property which it intends to use for substantially the same purpose or purposes as the Property being sold or transferred (any such transaction, a “Sale and Leaseback”), unless (i) the Disposition of such Property is made for cash consideration in an amount not less than the fair market value of such Property, (ii) the Disposition of such Property is permitted by Section 6.04 and is consummated within 10 Business Days after the date on which such Property is sold or transferred, (iii) any Liens arising in connection therewith are permitted under Section 6.02(h) and (iv) the Attributable Indebtedness arising from such Sale and Leaseback is permitted under Section 6.01(c).
