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 The Company covenants and agrees that neither it nor any Subsidiary will enter into any arrangement with any Person (other than the Company or a Subsidiary), or to which any such Person is a party, providing for the leasing to the Company or any Restricted a 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, period of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important of any Principal Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person (other than the Company or a Subsidiary), to which the funds have been or are to be advanced by such Person on the security of the leased property (herein referred to as a “"Sale and Lease-back Transaction”Back Transactions") unless the net proceeds of such sale are at least equal to the fair value either: (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (ai) 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)Section 3.1, to incur Debt debt secured by a Mortgage Lien on the Important Property property to be leased leased, without equally and ratably ratable securing the LoansNotes, or or (bii) the Company shall, (and in any such case the Company covenants and agrees that it will, within will do so) during or immediately after the expiration of 120 days of after the effective date of any such arrangement, apply Sale and Lease-Back Transaction (whether made by the Company or a Subsidiary) applies an amount equal to the fair value (as so determined) of such property Sale and Leaseback Transaction to the reduction acquisition, construction, addition, reparation, alteration or improvement of a Principal Property and/or to the voluntary retirement of any debt of the Commitments (to Company which would be accompanied by prepayment of the Loans defined as long-term debt on a balance sheet prepared in accordance with subsection 2.6 generally accepted accounting principles. For purposes of this Section 3.2, the term "value" shall mean, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the extent that net proceeds of the principal amount thereof outstanding prior sale or transfer of the property leased pursuant 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 Sale and Lease-Back Transaction divided first by the Company which ranks senior to or pari passu with number of full years of the Loans or term of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned the lease and then multiplied 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 number of full years of such term remaining at the sole option time of determination, without regard to any renewal or extension options contained in the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debtlease.

Limitations on Sale and Lease-Back Transactions. Enter into (a) The Company shall not and shall not permit any arrangement Restricted Subsidiary to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary, any Principal Property as an entirety, or any substantial portion thereof, with any Person providing the intention of taking back a lease of such property, except a lease for a period of three years or less at the leasing to end of which it is intended that the use of such Principal Property by the lessee shall be discontinued; provided that, notwithstanding the foregoing, the Company or any Restricted Subsidiary of may sell any Important such Principal Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases and lease it back for a termlonger period, 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 if either: (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 (ai) the Company or such applicable Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(bSection 5.1(a), to incur Debt secured by create a Mortgage Lien on the Important Principal Property to be leased securing Funded Debt in an amount equal to the Attributable Debt with respect to such sale and lease-back transaction without equally and ratably securing the Loans, or Outstanding Notes; or (bii) 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 causes an amount equal to the fair value (as so determineddetermined by Board Resolution of the Company) of such property Principal Property to be applied (1) to the reduction purchase of the Commitments other property that shall constitute Principal Property or (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 2) to the extent that the principal amount thereof outstanding prior to retirement, within 120 days after receipt of such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement proceeds of funded debt for money borrowed, Funded Debt 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 a Restricted Subsidiary (other thanincluding the Notes); provided, further, that, in lieu of applying all of or any part of such net proceeds to such retirement, the Company may, within 75 days after such sale, deliver or cause to be delivered to the applicable trustee for cancellation either casedebentures or debt securities evidencing Funded Debt of the Company (which may include the Notes) or of a Restricted Subsidiary previously authenticated and delivered by the applicable trustee, funded and not yet tendered for sinking fund purposes or called for a sinking fund or otherwise applied as a credit against an obligation to redeem or retire such debentures or debt owned securities, and an Officer’s Certificate (which shall be delivered to the Trustee) stating that the Company elects to deliver or cause to be delivered such debentures or debt securities in lieu of retiring Funded Debt of the Company or a Restricted Subsidiary. If the Company delivers debentures or debt securities to the applicable trustee and the Company shall duly deliver such Officer’s Certificate, the amount of cash that the Company shall be required to apply to the retirement of Funded Debt under this Section 5.2(a) shall be reduced by an amount equal to the aggregate of the then applicable optional redemption prices (not including any optional sinking fund redemption prices) of such debentures or debt securities so delivered, or, if there are no such redemption prices, the principal amount of such debentures or debt securities. If the applicable debentures or debt securities provide for an amount less than the principal amount thereof to be due and payable upon a declaration of the maturity thereof, such amount of cash shall be reduced by the amount of principal of such debentures or debt securities that would be due and payable as of the date of such application upon a declaration of acceleration of the maturity thereof pursuant to the terms of the indenture pursuant to which such debentures or debt securities were issued. (b) Notwithstanding the provisions of paragraph (a) of this Section 5.2, the Company or any Restricted Subsidiary). For Subsidiary may enter into sale and lease-back transactions in addition to those permitted by paragraph (a) of this purposeSection 5.2 without any obligation to retire any outstanding debt securities or other Funded Debt, funded debt means any Debt which by its terms matures at or is extendable or renewable provided that at the sole option time of the obligor without requiring the consent entering into such sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 15% of the obligee to a date more than twelve months after the date of the creation of such DebtConsolidated Net Tangible Assets.

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 The Issuer will not, and will not permit any Subsidiary to, 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 Back Transaction”, unless: (a) unless the net Issuer or such Subsidiary would, at the time of entering into a Sale and Lease-Back Transaction, be entitled to incur Indebtedness secured by a Priority Lien on the property or assets to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction; or (b) the direct or indirect proceeds of such the sale of the property or assets to be leased are at least equal to the their fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicableIssuer) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant an amount equal to the provisions net proceeds from the sale of (1) subsection 6.2(a)(i) the property or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be assets so leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it willis applied, within 120 90 days of the effective date of any such arrangementSale and Lease-Back Transaction, apply (i) to the purchase or acquisition (or, in the case of real property, the commencement of construction) of property or assets or (ii) to the retirement or repayment (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities or of Funded Indebtedness of the Issuer ranking on a parity with or senior to the Securities or of Funded Indebtedness of a consolidated Subsidiary; provided, that there shall be credited to the amount of net proceeds required to be applied pursuant to this clause (b) an amount equal to the fair value sum of (as so determinedi) the Principal amount of Securities delivered within 90 days of the effective date of such property Sale and Lease-Back Transaction to the reduction of the Commitments Trustee for retirement and cancellation and (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that ii) the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or of other retirement of funded debt for money borrowed, incurred or assumed Funded Indebtedness voluntarily retired by the Company which ranks senior Issuer within such 90 day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or 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 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 Debtmandatory prepayment provisions.

Limitations on Sale and Lease-Back Transactions. Enter into (a) The Company shall not and shall not permit any arrangement Restricted Subsidiary to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary, any Principal Property as an entirety, or any substantial portion thereof, with any Person providing the intention of taking back a lease of such property, except a lease for a period of three years or less at the leasing to end of which it is intended that the use of such Principal Property by the lessee shall be discontinued; provided that, notwithstanding the foregoing, the Company or any Restricted Subsidiary of may sell any Important such Principal Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases and lease it back for a termlonger period, 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 if either: (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 (ai) the Company or such applicable Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(bSection 5.1(a), to incur Debt secured by create a Mortgage Lien on the Important Principal Property to be leased securing Funded Debt in an amount equal to the Attributable Debt with respect to such sale and lease-back transaction without equally and ratably securing the Loans, or Outstanding Notes; or (bii) 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 causes an amount equal to the fair value (as so determineddetermined by Board Resolution of the Company) of such property Principal Property to be applied (1) to the reduction purchase of the Commitments other property that shall constitute Principal Property or (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 2) to the extent that the principal amount thereof outstanding prior to retirement, within 120 days after receipt of such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement proceeds of funded debt for money borrowed, Funded Debt 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 a Restricted Subsidiary (other thanincluding the Notes); provided, further, that, in lieu of applying all of or any part of such net proceeds to such retirement, the Company may, within 75 days after such sale, deliver or cause to be delivered to the applicable trustee for cancellation either casedebentures or debt securities evidencing Funded Debt of the Company (which may include the Notes) or of a Restricted Subsidiary previously authenticated and delivered by the applicable trustee, funded and not yet tendered for sinking fund purposes or called for a sinking fund or otherwise applied as a credit against an obligation to redeem or retire such debentures or debt owned securities, and an Officer’s Certificate (which shall be delivered to the Trustee) stating that the Company elects to deliver or cause to be delivered such debentures or debt securities in lieu of retiring Funded Debt of the Company or a Restricted Subsidiary. If the Company delivers debentures or debt securities to the applicable trustee and the Company shall duly deliver such Officer’s Certificate, the amount of cash that the Company shall be required, to apply to the retirement of Funded Debt under this Section 5.2(a) shall be reduced by an amount equal to the aggregate of the then applicable optional redemption prices (not including any optional sinking fund redemption prices) of such debentures or debt securities so delivered, or, if there are no such redemption prices, the principal amount of such debentures or debt securities. If the applicable debentures or debt securities provide for an amount less than the principal amount thereof to be due and payable upon a declaration of the maturity thereof, such amount of cash shall be reduced by the amount of principal of such debentures or debt securities that would be due and payable as of the date of such application upon a declaration of acceleration of the maturity thereof pursuant to the terms of the indenture pursuant to which such debentures or debt securities were issued. (b) Notwithstanding the provisions of paragraph (a) of this Section 5.2, the Company or any Restricted Subsidiary). For Subsidiary may enter into sale and lease-back transactions in addition to those permitted by paragraph (a) of this purposeSection 5.2 without any obligation to retire any outstanding debt securities or other Funded Debt, funded debt means any Debt which by its terms matures at or is extendable or renewable provided that at the sole option time of the obligor without requiring the consent entering into such sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 15% of the obligee to a date more than twelve months after the date of the creation of such Debt.Consolidated Net Tangible Assets

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 (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 the terms, of other indebtedness voluntarily retired by the Guarantor within such 180-day period, excluding retirements pursuant to prepayment provisions and payments at Maturity. (b) Notwithstanding the provisions of Section 8-3(a), the Guarantor or any Guarantor Subsidiary may enter into a Sale and Lease-Back Transaction which would otherwise be subject to the extent that restrictions of Section 8-3(a) so as to create an aggregate amount of attributable debt which, together with all indebtedness outstanding pursuant to Section 8-2(b), and all attributable debt outstanding pursuant to this Section 8-3(b), does not at the principal amount thereof outstanding prior time of such Sale and Lease-Back Transaction exceed 15% of Consolidated Net Tangible Assets. "Attributable debt" in respect of any Sale and Lease-Back Transaction means, as of the time of the determination, the lesser of (i) the sale price of the Principal Property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such transaction and the denominator of which is the base term of such lease and (ii) the total obligation (discounted to present value at the implicit interest factor, determined in accordance with generally accepted financial practice, included in the rental payments or, if such prepayment would exceed interest factor cannot be readily determined, at a rate of interest of 10% per annum, compounded semiannually) of the Commitments as so reduced) or to the payment or other retirement of funded debt lessee 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 rental payments (other thanthan amounts required to be paid on account of property taxes as well as maintenance, in either caserepairs, funded debt owned by insurance, water rates and other items which do not constitute payments for property rights) during 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 remaining portion of the obligor without requiring the consent base term of the obligee to a date more than twelve months after the date of the creation of lease included in such Debttransaction.

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.

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 the terms, of Senior Funded Indebtedness voluntarily retired by the Guarantor within 180 days after the effective date of such Sale and Lease-Back Transaction, excluding retirements pursuant to mandatory sinking fund or prepayment provisions and payments at maturity. (ii) Notwithstanding the provisions of subsection 2.6 (f)(i), the Guarantor or any Subsidiary may enter into a Sale and Lease-Back Transaction which would otherwise be subject to the extent that the principal restrictions of subsection (f)(i) so as to create an aggregate amount thereof of Attributable Debt which, together with all indebtedness outstanding prior pursuant to such prepayment would subsection (e)(ii) and all Attributable Debt outstanding pursuant to this subsection (f)(ii), does not exceed the Commitments as so reduced) or to the payment or other retirement 15% 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 DebtConsolidated Capitalization.

Limitations on Sale and Lease-Back Transactions. Enter The Company covenants and agrees that neither it nor any Subsidiary will enter into any arrangement with any Person (other than the Company or a Subsidiary), or to which any such Person is a party, providing for the leasing to the Company or any Restricted a 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, period of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important of any Principal Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person (other than the Company or a Subsidiary), to which the funds have been or are to be advanced by such Person on the security of the leased property (herein referred to as a “"Sale and Lease-back Transaction”Back Transactions") unless the net proceeds of such sale are at least equal to the fair value either: (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (ai) 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)Section 3.1, to incur Debt debt secured by a Mortgage Lien on the Important Property property to be leased leased, without equally and ratably securing the LoansNotes, or or (bii) the Company shall, (and in any such case the Company covenants and agrees that it will, within will do so) during or immediately after the expiration of 120 days of after the effective date of any such arrangement, apply Sale and Lease-Back Transaction (whether made by the Company or a Subsidiary) applies an amount equal to the fair value (as so determined) of such property Sale and Leaseback Transaction to the reduction acquisition, construction, addition, reparation, alteration or improvement of a Principal Property and/or to the voluntary retirement of any debt of the Commitments (to Company which would be accompanied by prepayment of the Loans defined as long-term debt on a balance sheet prepared in accordance with subsection 2.6 generally accepted accounting principles. For purposes of this Section 3.2, the term "value" shall mean, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the extent that net proceeds of the principal amount thereof outstanding prior sale or transfer of the property leased pursuant 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 Sale and Lease-Back Transaction divided first by the Company which ranks senior to or pari passu with number of full years of the Loans or term of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned the lease and then multiplied 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 number of full years of such term remaining at the sole option time of determination, without regard to any renewal or extension options contained in the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debtlease.

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.