Common use of Limitation on Sale and Leasebacks Clause in Contracts

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 Restricted Subsidiaries may incur thereunder by an amount at least equal to the amount of the prepayment of such Senior Funded Debt; or (d) after giving effect to the consummation of such Sale and Leaseback Transaction and to the application of the proceeds therefrom, no Default would exist.

Limitation on Sale and Leasebacks. The Borrower Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby the Borrower Company or such Restricted Subsidiary shall in one or more related transactions sell, transfer or otherwise dispose of any property owned by the Borrower Company 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 Company 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 Company or to a Wholly-owned Restricted Subsidiary or by the Borrower Company 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 Company 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 board of Directors directors of the BorrowerCompany) 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 Company or a Restricted Subsidiary in the operation of the business of the Borrower Company and its Restricted Subsidiaries as described in Section 5.10 10.13 hereof (provided that in any such event the Borrower Company 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 BorrowerCompany; 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 Company and its Restricted Subsidiaries may incur thereunder by an amount at least equal to the amount of the prepayment of such Senior Funded Debt; or (d) after giving effect to the consummation of such Sale and Leaseback Transaction and to the application of the proceeds therefrom, no Default or Event of Default would exist.

Limitation on Sale and Leasebacks. The Borrower Company will notnot itself, and it will not permit any Restricted Subsidiary to, enter into any arrangementarrangement with any Person (not including the Company or any Restricted Subsidiary) or to which any such Person is a party, directly providing for the leasing by the Company or indirectly, whereby the Borrower or any such Restricted Subsidiary shall in one for a period, including renewals, of three years or more related transactions sell, transfer or otherwise dispose of any property owned Principal Property which has been or is to be sold or transferred, more than 120 days after the acquisition, completion of construction or commencement of full operation thereof, by the Borrower Company or any such Restricted Subsidiary more than 180 days after to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the later of the date of initial acquisition security of such property or completion or occupancy thereof, Principal Property (herein referred to as the case may be, by the Borrower or such Restricted Subsidiary, a "sale 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 satisfiedleaseback transaction") unless: (a) the lease relating commitment to enter into such Sale sale and Leaseback Transaction is not a Long-Term Lease; leaseback transaction was entered into within the aforesaid 120 day period, or (b) the sale of property relating Company or such Restricted Subsidiary could create Debt secured by a Mortgage pursuant to Section 4.04 on the Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction constitutes a sale of such property by a Restricted Subsidiary to leaseback transaction without equally and ratably securing the Borrower or to a Wholly-owned Restricted Subsidiary or by the Borrower to a Wholly-owned Restricted Subsidiary; Securities, or (c) the Company, within 120 days after the sale or transfer shall have been made by the Company or by any such Restricted Subsidiary, applies an amount (the "Designated Amount") equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such property is for cash consideration which arrangement and (after deduction of any expenses incurred by the Borrower or any Restricted Subsidiary in connection with such Sale and Leaseback Transactionii) equals or exceeds the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement (as determined in good faith by the Board of Directors of the Borrower) and Company), to the net proceeds from such sale are retirement of Funded Debt of the Company, provided that the amount required to be applied to either the retirement of Funded Debt of the Company shall be reduced by (i) the purchase principal amount of any Securities delivered within 120 days after such sale or acquisition (andtransfer to the Trustee for retirement and cancellation, 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 Restricted Subsidiaries may incur thereunder by an amount at least equal to the principal amount of the prepayment of such Senior Funded Debt; , other than Securities, voluntarily retired by the Company within 120 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this clause (c) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or (d) the Company or any Restricted Subsidiary, within a period commencing 180 days prior to and ending 180 days after giving effect the date of the sale or transfer in respect of such sale and leaseback transaction, has expended or reasonably expects to expend within such period any monies to acquire or construct any Principal Property or Properties (and such amounts expended or to be expended have not been applied to other sale and leaseback transactions pursuant to this subsection (d)), in which case the Company or any Restricted Subsidiary shall be entitled to enter into such sale and leaseback transaction to the consummation extent that the Designated Amount in respect thereof is less than such monies expended or to be expended, provided that if such designated Amount exceeds such monies expended or to be expended, the Company shall be entitled to enter into such sale and leaseback transaction if (i) the Attributable Debt applicable to the proportion of the Designated Amount represented by such excess can be incurred under subsection (b) above, or (ii) such excess is applied as set forth in subsection (c) above, or (iii) any combination of clauses (i) and (ii) above is elected by the Company or any Restricted Subsidiary in respect of such Sale excess, and Leaseback Transaction provided further that if such monies expended or to be expended exceed the Designated Amount in respect of such sale and leaseback transaction, such excess may be applied as provided in this subsection (d) to the application of the proceeds therefrom, no Default would existany other sale and leaseback transaction occurring within such period.

Limitation on Sale and Leasebacks. The Borrower Parent Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby the Borrower Parent Corporation or such Restricted Subsidiary shall in one or more related transactions sell, transfer or otherwise dispose of any property owned by the Borrower Parent Corporation 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 Parent Corporation 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 Parent Corporation or to a Wholly-owned Restricted Subsidiary or by the Borrower Parent Corporation 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 Parent Corporation 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 BorrowerParent Corporation if the fair market value of the property equals or exceeds U.S. $20,000,000, and, if less than such amount, as determined in good faith by a Senior Financial Officer) 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 Parent Corporation or a Restricted Subsidiary in the operation of the business of the Borrower Parent Corporation 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) SECTION 9.1.6 or (ii) the prepayment with at the applicable prepayment premium, if any, on a pro rata basis, of Senior Funded Debt Indebtedness of the Borrower; provided Parent Corporation, it being understood and agreed by the Parent Guarantor 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 Notes shall be prepaid as and its Restricted Subsidiaries may incur thereunder by an amount at least equal to the amount of the prepayment of such Senior Funded Debtextent provided in SECTION 8.2; or (d) after giving effect to the consummation of such Sale and Leaseback Transaction and to the application of the proceeds therefrom, no Default would existConsolidated Priority Indebtedness (including the Attributable Indebtedness to be incurred in connection with such Sale and Leaseback Transaction) shall not exceed 25% of Consolidated Net Worth.

Limitation on Sale and Leasebacks. The Borrower Guarantor will notnot itself, and it will not permit any Restricted Subsidiary to, enter into any arrangementarrangement with any Person (not including the Guarantor or any Restricted Subsidiary) or to which any such Person is a party, directly providing for the leasing by the Guarantor or indirectly, whereby the Borrower or any such Restricted Subsidiary shall in one for a period, including renewals, of three years or more related transactions sell, transfer or otherwise dispose of any property owned Principal Property which has been or is to be sold or transferred, more than 120 days after the acquisition, completion of construction or commencement of full operation thereof, by the Borrower Guarantor or any such Restricted Subsidiary more than 180 days after to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the later of the date of initial acquisition security of such property or completion or occupancy thereof, Principal Property (herein referred to 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 sale and Leaseback Transactionleaseback 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) unless: (a) the lease relating commitment to enter into such Sale sale and Leaseback Transaction is not a Long-Term Lease; leaseback transaction was entered into within the aforesaid 120 day period, or (b) the sale of property relating Guarantor or such Restricted Subsidiary could create Debt secured by a Mortgage pursuant to Section 4.04 on the Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction constitutes a sale of such property by a Restricted Subsidiary to leaseback transaction without equally and ratably securing the Borrower or to a Wholly-owned Restricted Subsidiary or by the Borrower to a Wholly-owned Restricted Subsidiary; Securities, or (c) the Guarantor, within 120 days after the sale or transfer shall have been made by the Guarantor or by any such Restricted Subsidiary, applies an amount (the “Designated Amount”) equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such property is for cash consideration which arrangement and (after deduction of any expenses incurred by the Borrower or any Restricted Subsidiary in connection with such Sale and Leaseback Transactionii) equals or exceeds the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement (as determined in good faith by the Board of Directors of the Borrower) and Guarantor), to the net proceeds from such sale are retirement of Funded Debt of the Guarantor, provided that the amount required to be applied to either the retirement of Funded Debt of the Guarantor shall be reduced by (i) the purchase principal amount of any Securities delivered within 120 days after such sale or acquisition (andtransfer to the Trustee for retirement and cancellation, 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 Restricted Subsidiaries may incur thereunder by an amount at least equal to the principal amount of the prepayment of such Senior Funded Debt; , other than Securities, voluntarily retired by the Guarantor within 120 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this clause (c) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or (d) the Guarantor or any Restricted Subsidiary, within a period commencing 180 days prior to and ending 180 days after giving effect the date of the sale or transfer in respect of such sale and leaseback transaction, has expended or reasonably expects to expend within such period any monies to acquire or construct any Principal Property or Principal Properties (and such amounts expended or to be expended have not been applied to other sale and leaseback transactions pursuant to this subsection (d)), in which case the Guarantor or any Restricted Subsidiary shall be entitled to enter into such sale and leaseback transaction to the consummation extent that the Designated Amount in respect thereof is less than such monies expended or to be expended, provided that if such Designated Amount exceeds such monies expended or to be expended, the Guarantor shall be entitled to enter into such sale and leaseback transaction if (i) the Attributable Debt applicable to the proportion of the Designated Amount represented by such excess can be incurred under subsection (b) above, or (ii) such excess is applied as set forth in subsection (c) above, or (iii) any combination of clauses (i) and (ii) above is elected by the Guarantor or any Restricted Subsidiary in respect of such Sale excess, and Leaseback Transaction provided further that if such monies expended or to be expended exceed the Designated Amount in respect of such sale and leaseback transaction, such excess may be applied as provided in this subsection (d) to the application of the proceeds therefrom, no Default would existany other sale and leaseback transaction occurring within such period.

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 thereto and the application of the following conditions is satisfiedproceeds therefrom, no Default would exist and either: (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 (cb) the aggregate fair market value (as determined in good faith by the board of directors of the Borrower) of all property of the Borrower and its Restricted Subsidiaries disposed of in all such Sale and Leaseback Transactions consummated and permitted by this clause (b) does not exceed $50,000,000 in the aggregate during the term of this Agreement; provided that, if after giving effect (including giving effect on a pro forma basis) to any such Sale and Leaseback Transaction the Leverage Ratio would be greater than 3.00 to 1.00, 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 board of Directors directors of the Borrower) and the net proceeds from such sale are applied to either (ix) 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 (iiy) 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 Restricted Subsidiaries may incur thereunder by an amount at least equal to the amount of the prepayment of such Senior Funded Debt; or (d) after giving effect to the consummation of such Sale and Leaseback Transaction and to the application of the proceeds therefrom, no Default would exist.

Limitation on Sale and Leasebacks. (a) The Borrower will notCompany shall not itself, and will it shall not permit any Restricted Subsidiary to, enter into any arrangementarrangement with any bank, directly insurance company or indirectlyother lender or investor (not including the Company or any Subsidiary) or to which any such lender or investor is a party, whereby providing for the Borrower leasing by the Company or such Restricted Subsidiary shall for a period, including renewals, in one or more related transactions sell, transfer or otherwise dispose excess of three years of any property owned by Principal Property of the Borrower Company or such Restricted any Subsidiary which has been or is to be sold or transferred, more than 180 365 days after the later of (1) the date of initial acquisition of such property or completion or occupancy thereof, as (2) the case may becompletion of construction thereof or (3) the commencement of full operation thereof, by the Borrower or such Restricted Subsidiary, and then rent or lease, as lessee, such property Company or any part thereof such Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a “Sale and Leaseback Transaction”)) unless either: (i) the Company or such Subsidiary could create Debt secured by a Mortgage pursuant to Section 4.06 hereof on the Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notes; or (ii) the Company, within 365 days after the sale or transfer shall have been made by the Company or by any such Subsidiary, applies an amount equal to the greater of (x) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (y) the fair market value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the chairperson, president, any vice president, treasurer and controller of the Company) to the retirement of Funded Debt of the Company or any Subsidiary; provided that the foregoing restriction amount to be applied to the retirement of Funded Debt of the Company or any Subsidiary shall not apply be reduced by (x) the principal amount of any Notes delivered within 365 days after such sale to the Trustee for retirement and cancellation, and (y) the principal amount of Funded Debt, other than Notes, voluntarily retired by the Company within 365 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause may be effected by payment at maturity or pursuant to any mandatory prepayment provision. (b) Notwithstanding the provisions of Section 4.07(a) above, the Company or any Subsidiary may enter into a Sale and Leaseback Transaction if immediately after in addition to that permitted by Section 4.07(a) above and without any obligation to retire any Notes or other indebtedness referred to in Section 4.07(a) above; provided that at the consummation time of entering into 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 (andExempted Debt, in the case aggregate, does not exceed 15% of real property, the construction) of fixed assets useful and intended to be used by the Borrower or a Restricted Subsidiary in the operation Consolidated Net Tangible Assets of the business of the Borrower Company and its Restricted Subsidiaries Subsidiaries, taken 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 Restricted Subsidiaries may incur thereunder by an amount at least equal to the amount of the prepayment of such Senior Funded Debt; or (d) after giving effect to the consummation of such Sale and Leaseback Transaction and to the application of the proceeds therefrom, no Default would existwhole.

Limitation on Sale and Leasebacks. The Borrower Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby the Borrower Company or such Restricted Subsidiary shall in one or more related transactions sell, transfer or otherwise dispose of any property owned by the Borrower Company or such Restricted Subsidiary more than 180 days twelve months 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 Company 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 Company 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 BorrowerCompany if the fair market value of the property equals or exceeds $5,000,000, and, if less than such amount, as determined in good faith by a Senior Financial Officer) 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 Company or a Restricted Subsidiary in the operation of the business of the Borrower Company and its Restricted Subsidiaries as described in Section 5.10 9.6 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 at the applicable prepayment premium, if any, on a pro rata basis, of Senior Funded Debt Indebtedness of the Borrower; provided Company, it being understood and agreed by the Company that if any such Senior Funded Debt so prepayment of the Notes shall be prepaid constitutes Indebtedness outstanding under as and to the extent provided in Section 8.2, except that (1) any revolving credit such holder may decline any such offer of prepayment, (2) the failure of any such holder to accept or similar credit facility, decline any such offer of prepayment shall result in a permanent reduction be deemed an election by such holder to accept such prepayment, and (3) the proceeds of the Indebtedness which the Borrower and its Restricted Subsidiaries may incur thereunder by an amount at least equal any such sale not applied to the amount of the prepayment of the Notes by reason of any such holder declining any such offer of prepayment may be applied by the Company to the prepayment of Senior Funded DebtIndebtedness of the Company other than the Notes in amounts and to the holders of such other Senior Funded Indebtedness as the Company may determine in its sole and absolute discretion; or (dc) after giving effect to the consummation of such Sale and Leaseback Transaction and to the application of the proceeds therefrom, no Default would existConsolidated Priority Indebtedness (including the Attributable Indebtedness to be incurred in connection with such Sale and Leaseback Transaction) shall not exceed 20% of Consolidated Shareholders’ Equity.

Limitation on Sale and Leasebacks. The Borrower Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby the Borrower Company or such Restricted Subsidiary shall in one or more related transactions sell, transfer or otherwise dispose of any property owned by the Borrower Company 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 Company or such Restricted Subsidiary, and then rent or lease, as lessee, such property or any part thereof (a “Sale and Leaseback Transaction”); provided that that, so long as no Default or Event of Default would exist immediately after giving effect to the consummation thereof and the application of the proceeds therefrom (including on a pro-forma basis), the foregoing restriction shall not apply to to: (i) 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 constituting a sale of such property by a Restricted Subsidiary to the Borrower Company or to a Wholly-owned Restricted Subsidiary or by the Borrower Company to a Wholly-owned Restricted Subsidiary; or or (cii) any other Sale and Leaseback Transaction if, immediately after the consummation of such Sale and Leaseback Transaction, the aggregate fair market value (as determined in good faith by the board of directors of the Company) of all property of the Company or any of its Restricted Subsidiaries disposed of in all such other Sale and Leaseback Transactions does not exceed $50,000,000; provided, however, that if at the time of entering into any Sale and Leaseback Transaction described in this clause (ii) or immediately after giving effect (including on a pro-forma basis) thereto the Leverage Ratio would be greater than 3.00:1.00, the sale of such property is for cash consideration which (after deduction of any expenses incurred by the Borrower Company 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 board of Directors directors of the BorrowerCompany) and the net proceeds from such sale are applied to either (ix) 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 Company or a Restricted Subsidiary in the operation of the business of the Borrower Company and its Restricted Subsidiaries as described in Section 5.10 10.13 hereof (provided that in any such event the Borrower Company 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 (iiy) the prepayment with the applicable prepayment premium, if any, on a pro rata basis, of Senior Funded Debt of the BorrowerCompany; 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 Company and its Restricted Subsidiaries may incur thereunder by an amount at least equal to the amount of the prepayment of such Senior Funded Debt; or (d) after giving effect to the consummation of such Sale and Leaseback Transaction and to the application of the proceeds therefrom, no Default would exist.

Limitation on Sale and Leasebacks. The Borrower Lessee will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby the Borrower Lessee or such Restricted Subsidiary shall in one or more related transactions sell, transfer or otherwise dispose of any property owned by the Borrower Lessee 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 Lessee 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 thereto and the application of the following conditions is satisfiedproceeds therefrom, no Default would exist and either: (a) the lease relating to such Sale and Leaseback Transaction is not a Long-Term Lease; or (bi) the sale of property relating to such Sale and Leaseback Transaction constitutes a sale of such property by a Restricted Subsidiary to the Borrower Lessee or to a Wholly-owned Restricted Subsidiary or by the Borrower Lessee to a Wholly-owned Restricted Subsidiary; or (cii) the aggregate fair market value (as determined in good faith by the Lessee) of all property of the Lessee and its Restricted Subsidiaries disposed of in all such Sale and Leaseback Transactions consummated and permitted by this clause (b) does not exceed $50,000,000 in the aggregate during the term of the Credit Agreement, as in effect on the date hereof; provided that, if after giving effect (including giving effect on a pro forma basis) to any such Sale and Leaseback Transaction the Leverage Ratio would be greater than 3.00 to 1.00, the sale of such property is for cash consideration which (after deduction of any expenses incurred by the Borrower Lessee 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 board of Directors directors of the BorrowerLessee) and the net proceeds from such sale are applied to either (ix) 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 Lessee or a Restricted Subsidiary in the operation of the business of the Borrower Lessee and its Restricted Subsidiaries as described of the same general nature of the business engaged in Section 5.10 hereof by the Lessee and its Restricted Subsidiaries on the date of this Agreement (provided provided; that in any such event the Borrower Lessee 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 (iiy) the prepayment with the applicable prepayment premium, if any, on a pro rata basis, of Senior Funded Debt of the BorrowerLessee; 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 Lessee and its Restricted Subsidiaries may incur thereunder by an amount at least equal to the amount of the prepayment of such Senior Funded Debt; or (d) after giving effect to the consummation of such Sale and Leaseback Transaction and to the application of the proceeds therefrom, no Default would exist.

Limitation on Sale and Leasebacks. The Borrower Parent Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby the Borrower Parent Guarantor or such Restricted Subsidiary shall in one or more related transactions sell, transfer or otherwise dispose of any property owned by the Borrower Parent Guarantor 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 Parent Guarantor 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 Parent Guarantor or to a Wholly-owned Owned Restricted Subsidiary or by the Borrower Parent Guarantor to a Wholly-owned Owned Restricted Subsidiary; or (c) the sale of such property is for cash consideration which (after deduction of any expenses incurred by the Borrower Parent Guarantor 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 BorrowerParent Guarantor) 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 Parent Guarantor or a Restricted Subsidiary in the operation of the business of the Borrower Parent Guarantor and its Restricted Subsidiaries as described in Section 5.10 4.6 hereof (provided that in any such event the Borrower Parent Guarantor 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 at the applicable prepayment premium, if any, on a pro rata basis, of Senior Funded Debt Indebtedness of the Borrower; provided Parent Guarantor, it being understood and agreed by the Parent Guarantor 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 Notes shall be prepaid as and its Restricted Subsidiaries may incur thereunder by an amount at least equal to the amount extent provided in Section 7.2 of the prepayment of such Senior Funded DebtNote Purchase Agreements; or (d) after giving effect to the consummation of such Sale and Leaseback Transaction and to the application of the proceeds therefrom, no Default would existConsolidated Priority Indebtedness (including the Attributable Indebtedness to be incurred in connection with such Sale and Leaseback Transaction) shall not exceed 20% of Consolidated Total Capitalization.

Limitation on Sale and Leasebacks. The Borrower will not, and will Company shall 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 covering any Restricted Property, nor permit any Subsidiary so to do, unless either: (1) the Company or such Subsidiary would be entitled to incur debt, 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 Securities) because such Liens would be of such character that no violation of the provisions of Section 1008 would result, (2) after the consummation date on which the Securities are originally issued and within a period commencing nine months prior to the effective date of such Sale and Leaseback Transaction and ending nine months after giving effect theretosuch effective date, any of the following conditions is satisfied: Company or such Subsidiary shall have expended for Restricted Property (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 at fair market value of the property so sold (as determined in good faith by the Board of Directors of the BorrowerCompany) and the net proceeds from such sale are applied to either (i) the purchase used 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 ordinary course of the business of the Borrower Company 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 an amount equal to all 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 portion 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 Restricted Subsidiaries may incur thereunder by an amount at least equal to the amount of the prepayment of such Senior Funded Debt; or (d) after giving effect to the consummation Value of such Sale and Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale and Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (3) below or as otherwise permitted), or (3) the Company during the nine months immediately following the effective date of such Sale and Leaseback Transaction shall have applied to the application acquisition of Restricted Property or the voluntary retirement of Funded Debt (whether by redemption, defeasance, repurchase, or otherwise) an amount equal to the Value of such Sale and Leaseback Transaction (in either case adjusted to reflect the remaining term of the proceeds therefromlease and any amount expended by the Company for Restricted Property as set forth in clause (2) above). * * * This instrument may be executed in any number of counterparts, no Default would existeach of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.