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

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a Board Resolution of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.6; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale and all of the conditions of this Indenture described in Section 3.5 (including the provisions concerning the application of Net Proceeds) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: : (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; ; (2ii) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; 3.3; (3iii) the Company or such Restricted Subsidiary would be permitted under Section 3.5 to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.6Notes; and and (4iv) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 3.8 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenantSection 3.8.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a Board Resolution of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (32) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction securing such Attributable Indebtedness without securing the Securities pursuant to Section 3.6; and (43) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenantSection 3.5.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced conclusively determined by a the Board Resolution of Directors of the CompanyCompany or such Restricted Subsidiary) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness at the time of such Sale/Leaseback Transaction in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.63.3; and (43) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 3.8 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenantSection 3.8.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction unless: if (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced determined by a Board Resolution majority of the Companymembers of the Board of Directors that are not Officers or employees of the Parent or any of its Subsidiaries) of the property subject to such transaction; ; (2ii) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; 10.12; (3iii) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.6Transaction; and (4iii) the Sale/Leaseback Transaction is treated as an Asset Sale and all of the conditions of this Indenture described in Section 3.5 (including the provisions concerning the application of Net Proceeds) 10.13 are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds for the purposes of such covenantSection 10.13.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by an Officer's Certificate or a determination by the Board Resolution of the CompanyDirectors) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness Capitalized Lease Obligation in respect of such Sale/Leaseback Transaction pursuant to Section 3.23.3 (to the extent such Section remains in effect); (3) the Company or such Restricted Subsidiary would be permitted to create a Lien (other than with respect to operating leases) on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant by Section 3.5 (to the extent such Section 3.6remains in effect); and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition (except in connection with Permitted Sale/Leaseback Dispositions) and all of the conditions of this Indenture described in Section 3.5 3.7 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction with respect to any property unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.23.3; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.63.7; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 3.6 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a Board Resolution of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (32) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction securing such Attributable Indebtedness without securing the Securities pursuant to Section 3.6; and (43) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenantSection.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.6; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: : (1a) the Company Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a Board Resolution an Officers’ Certificate signed by members of Senior Management and delivered to the CompanyAdministrative Agent) of the property subject to such transaction; ; (2b) the Company Borrower or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness Debt in respect of such Sale/Leaseback Transaction pursuant to under Section 3.2; 6.13; (3c) the Company Borrower or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities Loans pursuant to Section 3.66.08; and and (4d) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 6.04 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction with respect to any property unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.6; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: : (1a) the Company Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a Board Resolution resolution of the CompanyBoard of Directors of the Borrower) of the property subject to such transaction; ; (2b) the Company Borrower or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness Debt in respect of such Sale/Leaseback Transaction pursuant to under Section 3.2; 6.13; (3c) the Company Borrower or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities Loans pursuant to Section 3.66.08; and and (4d) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 6.04 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a Board Resolution resolution of the CompanyBoard of Directors delivered to the Trustee) of the property subject to such transaction; ; (2ii) the Company or such Restricted Subsidiary could have incurred with respect thereto is permitted to Incur Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; 3.3; (3iii) the Company or such Restricted Subsidiary would be is permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to by the covenant described under Section 3.63.10; and and (4iv) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 3.6 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: : (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; ; (2ii) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness Debt in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; 3.3; (3iii) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.63.11; and and (4iv) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 3.7 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: : (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; ; (2ii) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; 3.3; (3iii) the Company or such Restricted Subsidiary would be permitted under Section 3.5 to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.6Notes; and and (4iv) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 3.8 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of Section 3.8 (it being understood that only such covenantportion of the Net Available Cash as is required to be applied on or before the date of such Sale/Leaseback Transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time).

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.23.3; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to by Section 3.63.5; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 3.8 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives gross consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced determined in good faith by a the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to by Section 3.6; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of Section 3.5 of this Indenture described in Section 3.5 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction with respect to any property unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to the covenant described under Section 3.2; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to by the covenant described under Section 3.6; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Notes under Section 3.63.5; and (43) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 3.8 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenantSection 3.8. The entry into any Sale/Leaseback Transaction by the Company and any of its Restricted Subsidiaries which involves a Real Estate Operating Lease shall not be subject to this Section 3.6.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unlessUNLESS: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as determined in good faith by, and evidenced by a resolution of, the Board Resolution of Directors of the CompanyCompany delivered to the Trustee) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary with respect thereto could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.24.3 hereof; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Notes by Section 3.64.10 hereof; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture herein described in Section 3.5 4.14 hereof (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a Board Resolution of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (32) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities such Attributable Indebtedness pursuant to Section 3.6; and (43) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenantSection 3.5.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1a) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced determined in Good Faith by a Board Resolution of the Company) of the property subject to such transaction; (2b) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.23.3; (3c) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to under Section 3.63.5; and (4d) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 3.8 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1a) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value Fair Market Value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2b) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to either Section 3.24.3(a) or (b) hereof; (3c) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to under Section 3.64.11 hereof; and (4d) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 4.6 hereof (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration cash proceeds net of fees and expenses received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The From and after the occurrence of an Investment Grade Rating Event, the Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced conclusively determined by a the Board Resolution of Directors of the CompanyCompany or such Restricted Subsidiary) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness at the time of such Sale/Leaseback Transaction in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (3) 4.2 as if such covenant was not an Eliminated Covenant at the Company or time of such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.6Incurrence; and (43) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Supplemental Indenture described in under Section 3.5 4.7 of this Supplemental Indenture (as if such covenant was not an Eliminated Covenant for purposes of this clause (3)) (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenantcovenant as if such covenant was not an Eliminated Covenant.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.23.3; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to as set forth in Section 3.63.5; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 3.7 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.6; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenantSection.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as in the case may be, receives consideration at the time of such a Sale/Leaseback Transaction at least equal effected pursuant to the fair market value (as evidenced by a Board Resolution of the Company) of the property subject to such transaction;Capitalized Lease Obligation: 77 (2a) the Company or such Restricted Subsidiary could have incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of Incurred such Sale/Leaseback Transaction Capitalized Lease Obligation (or similar obligation) pursuant to Section 3.23.3; (3b) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to as set forth in Section 3.63.5; and (42) in the case of any other Sale/Leaseback Transaction, such Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 3.7 (including the provisions concerning the consideration received and the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.23.3; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to or any Subsidiary Guarantor of such Restricted Subsidiary as set forth in Section 3.63.5; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 3.7 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: : (1i) the Company Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced determined by a Board Resolution two Officers of the CompanyBorrower and set forth in an Officers’ Certificate delivered to the Administrative Agent) of the property subject to such transaction; ; (2ii) immediately after giving effect to such transaction, the Company Borrower or such Restricted Subsidiary could have incurred Incurred an additional $1.00 of Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to under Section 3.2; 6.13(b); (3iii) the Company Borrower or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities Loans pursuant to Section 3.66.08; and and (4iv) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 6.04 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any SaleSate/Leaseback Transaction with respect to any property unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such SaleSate/Leaseback Transaction at least equal to the fair market value (as evidenced determined by a Board Resolution of the CompanyCompany in good faith) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.24.08; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing being required to secure the Securities pursuant to Notes under Section 3.64.10; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 4.11 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal Subsidiary would be entitled to the fair market value (as evidenced by a Board Resolution of the CompanyA) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incur Indebtedness in an amount equal to the Attributable Indebtedness in Debt with respect of to such Sale/Leaseback Transaction pursuant to Section 3.2; 10.6 and (3B) the Company or such Restricted Subsidiary would be permitted to create a Lien on such property securing such Attributable Debt without equally and ratably securing the property subject Notes pursuant to Section 10.12; (2) the net proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction without securing are at least equal to the Securities pursuant to Section 3.6fair value (as determined by the Board of Directors) of such property; and (43) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this the Indenture described in Section 3.5 under "--Limitation on Sales of Assets and Subsidiary Stock" (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration Net Cash Proceeds received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: : (1a) the Company Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a Board Resolution an Officers' Certificate signed by members of Senior Management and delivered to the CompanyAdministrative Agent) of the property subject to such transaction; ; (2b) the Company Borrower or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness Debt in respect of such Sale/Leaseback Transaction pursuant to under Section 3.2; 6.13; (3c) the Company Borrower or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities Loans pursuant to Section 3.66.08; and and (4d) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 6.04 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.23.3; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to by Section 3.63.5; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 3.7 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction. Notwithstanding the foregoing, treating all of the consideration received in such foregoing subparagraphs (1) - (4) shall not apply to the Excluded Sale/Leaseback Transaction as Net Proceeds for purposes of such covenantLeasebacks.

Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: : (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; ; (2ii) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness Debt in respect of such Sale/Leaseback Transaction pursuant to Section 3.2; 3.3; (3iii) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.63.11; and and (4iv) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this the Indenture described in Section 3.5 3.7 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.2;3.3. (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to under Section 3.63.5; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in under Section 3.5 3.7 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenantSection 3.7.

Limitation on Sale/Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unlesswith respect to any property unless : (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board Resolution of Directors of the Company) of the property subject to such transaction; (2) the Company or such Restricted Subsidiary could have incurred Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.23.3; (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.63.7; and (4) the Sale/Leaseback Transaction is treated as an Asset Sale Disposition and all of the conditions of this Indenture described in Section 3.5 3.6 (including the provisions concerning the application of Net ProceedsAvailable Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Proceeds Available Cash for purposes of such covenant.