Common use of Limitations on Sale and Lease-Back Transactions Clause in Contracts

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Transaction”) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for So long as the leasing Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company may not enter into or permit to exist any Restricted Subsidiary of Sale and Lease-Back Transaction with respect to any Important Operating Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereofor potential renewal, of not more than three years and except for leases between 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of the Operating Property or the placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if (a) the Company would be entitled pursuant to Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property without equally and a Restricted Subsidiary or between Restricted Subsidiaries)ratably securing the Notes, which Important Property has been or is (b) after giving effect to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Back Transaction”, pursuant to Section 3.01(b) unless above, the Company could incur, at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a)), or (c) the Company applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of such sale are at least the Operating Property so leased), and, otherwise, an amount equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicableCompany) of such property and either (a) the Operating Property so leased to the retirement of Notes or other Debt of the Company or ranking equally with the Notes; provided, however, that any such Restricted Subsidiary would retirement of Notes shall be entitled, pursuant to in accordance with the terms and provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b)the Indenture and the Notes; provided, to incur Debt secured by a Mortgage on further, that the Important Property amount to be leased without equally and ratably securing the Loans, applied to such retirement of Notes or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply other Debt shall be reduced by an amount equal to the fair value sum of (as so determineda) of such property an amount equal to the reduction of redemption price with respect to Notes delivered within such one hundred eighty (180)-day period to the Commitments Trustee for retirement and cancellation and (to be accompanied by prepayment of b) the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or terms of other retirement of funded debt for money borrowed, incurred or assumed Debt voluntarily retired by the Company which ranks senior within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures prepayment provisions and payments at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debtmaturity.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for So long as the leasing Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company may not enter into or permit to exist any Restricted Subsidiary of Sale and Lease-Back Transaction with respect to any Important Operating Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereofor potential renewal, of not more than three years and except for leases between 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of the Operating Property or the placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if (a) the Company would be entitled pursuant to Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property without equally and a Restricted Subsidiary or between Restricted Subsidiaries)ratably securing the Notes, which Important Property has been or is (b) after giving effect to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Back Transaction”, pursuant to Section 3.01(b) unless above, the Company could incur, at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a)), or (c) the Company applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of such sale are at least the Operating Property so leased), and, otherwise, an amount equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicableCompany) of such property and either (a) the Operating Property so leased to the retirement of Notes or other Debt of the Company or ranking equally with the Notes; provided, however, that any such Restricted Subsidiary would retirement of Notes shall be entitled, pursuant to in accordance with the terms and provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b)the Indenture and the Notes; provided, to incur Debt secured by a Mortgage on further, that the Important Property amount to be leased without equally and ratably securing the Loans, applied to such retirement of Notes or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply other Debt shall be reduced by an amount equal to the fair value sum of (as so determineda) of such property an amount equal to the reduction of redemption price with respect to Notes delivered within such one hundred eighty (180)-day period to the Commitments Trustee for retirement and cancellation and (to be accompanied by prepayment of b) the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or terms of other retirement of funded debt for money borrowed, incurred or assumed Debt voluntarily retired by the Company which ranks senior within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures prepayment provisions and payments at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such DebtStated Maturity.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for So long as the leasing Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company may not enter into or permit to exist any Restricted Subsidiary of Sale and Lease-Back Transaction with respect to any Important Operating Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereofor potential renewal, of not more than three years and except for leases between 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of the Operating Property or the placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if (a) the Company would be entitled pursuant to Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property without equally and a Restricted Subsidiary or between Restricted Subsidiaries)ratably securing the Notes, which Important Property has been or is (b) after giving effect to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Back Transaction”, pursuant to Section 3.01(b) unless above, the Company could incur at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a)), or (c) the Company applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of such sale are at least the Operating Property so leased), and, otherwise, an amount equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicableCompany) of such property and either (a) the Operating Property so leased to the retirement of Notes or other Debt of the Company or ranking equally with the Notes; provided, however, that any such Restricted Subsidiary would retirement of Notes shall be entitled, pursuant to in accordance with the terms and provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b)the Indenture and the Notes; provided, to incur Debt secured by a Mortgage on further, that the Important Property amount to be leased without equally and ratably securing the Loans, applied to such retirement of Notes or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply other Debt shall be reduced by an amount equal to the fair value sum of (as so determineda) of such property an amount equal to the reduction of redemption price with respect to Notes delivered within such one hundred eighty (180)-day period to the Commitments Trustee for retirement and cancellation and (to be accompanied by prepayment of b) the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or terms of other retirement of funded debt for money borrowed, incurred or assumed Debt voluntarily retired by the Company which ranks senior within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures prepayment provisions and payments at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such DebtStated Maturity.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease"SALE AND LEASE-back Transaction”BACK TRANSACTION") unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu PARI PASSU with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter (a) the Guarantor will not, nor will it permit any Guarantor Subsidiary to, enter into any arrangement Sale and Lease-Back Transaction with respect to any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Principal Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases a transaction providing for a lease for a term, including any renewal thereof, of not more than three years years, except for a transaction between the Guarantor and a Guarantor Subsidiary or between Guarantor Subsidiaries and except for leases between any lease of property acquired after the Company and a Restricted date of the Second Supplemental Indenture if the rent payable by the Guarantor or such Guarantor Subsidiary or between Restricted Subsidiaries), which Important Property has been or thereunder is to be sold reimbursed under a contract with the government of the United States or transferred any instrumentality or agency thereof), if the commitment by or on behalf of the Company purchaser is obtained more than 120 days after the later of (i) the completion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such Principal Property or (ii) the placing in operation of such Principal Property or of such Principal Property as so substantially repaired or altered, constructed, developed or substantially improved, unless either (x) the Guarantor or such Restricted Guarantor Subsidiary would be entitled pursuant to Section 8-2(a) to issue, assume or guarantee debt secured by a mortgage on such Person Principal Property without equally and ratably securing the Guarantor's obligations under the Guarantee or (herein referred y) the Guarantor shall apply or cause to as be applied, in the case of a “Sale and Lease-back Transaction”) unless sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such Principal Property at the date of such sale are at least or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by the Guarantor Board of Directors Directors) of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant Principal Property so leased to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it willretirement, within 120 180 days of after the effective date of such Sale and Lease-Back Transaction, of Securities, Guarantor Securities or other indebtedness of the Guarantor or a Guarantor Subsidiary; provided, however, that the amount to be applied to any such arrangement, apply retirement of Securities or the Guarantor Securities shall be reduced by an amount equal to the fair value sum of (as so determinedA) an amount equal to the principal amount of Securities or Guarantor Securities delivered within 180 days after the effective date of such property Sale and Lease-Back Transaction to the reduction Trustee or the Guarantor Indenture Trustee, as the case may be, for retirement and cancellation (for purposes of making such calculation the principal amount of Original Issue Discount Securities so retired or cancelled shall mean the portion thereof that could have been declared due and payable pursuant to Section 502 of the Commitments Guarantor Indenture at the time retired and cancelled) and (to be accompanied by prepayment of B) the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or terms, of other retirement of funded debt for money borrowed, incurred or assumed indebtedness voluntarily retired by the Company which ranks senior Guarantor within such 180-day period, excluding retirements pursuant to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures prepayment provisions and payments at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such DebtMaturity.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Transaction”) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without 117 requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the (a) The Company or will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction on or after the initial issuance of Securities pursuant to this Indenture with respect to any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary Principal Domestic Manufacturing Plant (except for temporary leases (1) a transaction providing for a lease for a term, including any renewal thereof, of not more than three years and except for leases years, (2) a transaction between the Company and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries), which Important Property has been Subsidiaries or is (3) any lease of property acquired after the date of the initial issuance of Securities pursuant to be sold or transferred this Indenture if the rent payable by the Company or such Restricted Subsidiary thereunder is to be reimbursed under a contract with the government of the United States or any instrumentality or agency thereof), if the commitment by or on behalf of the purchaser is obtained more than 180 days after the later of (i) the completion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such Person Principal Domestic Manufacturing Plant or (herein referred ii) the placing in operation of such Principal Domestic Manufacturing Plant or of such Principal Domestic Manufacturing Plant as so substantially repaired or altered, constructed, developed or substantially improved, unless either (x) the Company or such Restricted Subsidiary would be entitled pursuant to as Section 10.6(a) to issue, assume, guarantee or become liable for debt secured by a “Sale mortgage on such Principal Domestic Manufacturing Plant without equally and Lease-back Transaction”ratably securing the Securities or (y) unless the Company shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such sale are at least or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value (as determined by the Board of Directors but not in excess of the net book value of such Principal Domestic Manufacturing Plant at the date of such sale or transfer) of the Principal Domestic Manufacturing Plant so leased to the retirement, within 180 days after the effective date of such Sale and Lease-Back Transaction, of Securities or other indebtedness of the Company or such a Restricted Subsidiary; provided, as applicable) however, that any such retirement of such property Securities shall be in accordance with Section 11.1 and either (a) provided, further, that the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property amount to be leased without equally and ratably securing the Loans, applied to such retirement of Securities or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply other indebtedness shall be reduced by an amount equal to the fair value sum of (as so determinedA) an amount equal to the principal amount of Securities delivered within 180 days after the effective date of such property Sale and Lease-Back Transaction to the reduction Trustees for retirement and cancellation (for purposes of making such calculation, the Commitments principal amount of Original Issue Discount Securities so retired or cancelled shall mean the portion thereof that could have been declared due and payable pursuant to Section 5.2 at the time retired and cancelled) and (to be accompanied by prepayment of B) the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or terms, of other retirement of funded debt for money borrowed, incurred or assumed indebtedness voluntarily retired by the Company which ranks senior within such 180-day period, excluding retirements pursuant to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures mandatory prepayment provisions and payments at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debtmaturity.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the (a) The Company or will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction on or after the initial issuance of Securities pursuant to this Indenture with respect to any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary Principal Domestic Manufacturing Plant (except for temporary leases (1) a transaction providing for a lease for a term, including any renewal thereof, of not more than three years and except for leases years, (2) a transaction between the Company and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries), which Important Property has been Subsidiaries or is (3) any lease of property acquired after the date of the initial issuance of Securities pursuant to be sold or transferred this Indenture if the rent payable by the Company or such Restricted Subsidiary thereunder is to be reimbursed under a contract with the government of the United States or any instrumentality or agency thereof), if the commitment by or on behalf of the purchaser is obtained more than 180 days after the later of (i) the completion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such Person Principal Domestic Manufacturing Plant or (herein referred ii) the placing in operation of such Principal Domestic Manufacturing Plant or of such Principal Domestic Manufacturing Plant as so substantially repaired or altered, constructed, developed or substantially improved, unless either (x) the Company or such Restricted Subsidiary would be entitled pursuant to as Section 10.06(a) to issue, assume, guarantee or become liable for debt secured by a “Sale mortgage on such Principal Domestic Manufacturing Plant without equally and Lease-back Transaction”ratably securing the Securities or (y) unless the Company shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such sale are at least or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value (as determined by the Board of Directors but not in excess of the net book value of such Principal Domestic Manufacturing Plant at the date of such sale or transfer) of the Principal Domestic Manufacturing Plant so leased to the retirement, within 180 days after the effective date of such Sale and Lease- Back Transaction, of Securities or other indebtedness (as defined in Section 10.06(a)) of the Company or such a Restricted Subsidiary; provided, as applicable) however, that any such retirement of such property Securities shall be in accordance with Section 11.01 and either (a) provided, further, that the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property amount to be leased without equally and ratably securing the Loans, applied to such retirement of Securities or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply other indebtedness shall be reduced by an amount equal to the fair value sum of (as so determinedA) an amount equal to the principal amount of Securities delivered within 180 days after the effective date of such property Sale and Lease-Back Transaction to the reduction Trustees for retirement and cancellation (for purposes of making such calculation, the Commitments principal amount of Original Issue Discount Securities so retired or cancelled shall mean the portion thereof that could have been declared due and payable pursuant to Section 5.02 at the time retired and cancelled) and (to be accompanied by prepayment of B) the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or terms, of other retirement of funded debt for money borrowed, incurred or assumed indebtedness voluntarily retired by the Company which ranks senior within such 180-day period, excluding retirements pursuant to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures mandatory prepayment provisions and payments at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debtmaturity.

Limitations on Sale and Lease-Back Transactions. Enter into any ----------------------------------------------- arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “"Sale and Lease-back Transaction”") unless the net proceeds of such sale are ------------------------------- at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money ---- ----- borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter (i) The Guarantor will not, nor will it permit any Subsidiary to, enter into any arrangement Sale and Lease-Back Transaction with respect to any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Principal Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases a transaction providing for a lease for a term, including any renewal thereof, of not more than three years and except for leases a transaction between the Company Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by unless either (x) the Company Guarantor or such Restricted Subsidiary would be entitled pursuant to subsection (e)(i) to issue, assume or guarantee indebtedness secured by a mortgage on such Person (herein referred Principal Property in an amount at least equal to as a “the Attributable Debt in respect of such Sale and Lease-back Transaction”Back Transaction without being required by subsection (e)(i) unless to equally and ratably secure the obligations of the Guarantor pursuant to the Guaranty or (y) the Guarantor shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such Principal Property at the date of such sale are at least or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by the Board of Directors Directors) of the Company or such Restricted SubsidiaryPrincipal Property so leased to the retirement, as applicable) within 180 days after the effective 30 35 date of such property Sale and either (a) Lease-Back Transaction, of Senior Funded Indebtedness of the Company Guarantor or such Restricted Subsidiary would be entitleda Subsidiary; provided, pursuant to however, that the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property amount to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any applied to such case the Company covenants that it will, within 120 days retirement of the effective date of any such arrangement, apply Senior Funded Indebtedness shall be reduced by an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement terms, of funded debt for money borrowed, incurred or assumed Senior Funded Indebtedness voluntarily retired by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months Guarantor within 180 days after the effective date of the creation of such DebtSale and Lease-Back Transaction, excluding retirements pursuant to mandatory sinking fund or prepayment provisions and payments at maturity.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “"Sale and Lease-back Transaction”") unless the net proceeds of such sale are ------------------------------- at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money ---- ----- borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter into ----------------------------------------------- any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “"Sale and Lease-back Transaction”") unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “"Sale and Lease-back Transaction”") unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i6.2(a)(I) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.