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

Limitations on Sale and Lease-Back Transactions. The Company will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a mortgage on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities, pursuant to Section 1008; or (2) the Company shall apply an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. Notwithstanding the restrictions outlined in the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) above, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 1008, does not exceed the greater of $500 million or 10% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. The Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain Outstanding, the Company will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between unless (a) the assets subject to the Sale and Lease-back Transaction have not been owned by the Company and or a Restricted Subsidiary or between Restricted Subsidiaries, unless: have not been in full operation for more than one year prior to the Sale and Lease-back Transaction or (1b) the Company or such Restricted Subsidiary would be entitled to incur indebtedness Indebtedness secured by a mortgage lien on the Principal Property involved such assets in such transaction an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Securities, Securities of such series pursuant to Section 1008; 10.10 or (2c) the Company shall apply an amount equal to Company, within 180 days after the greater effective date of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days Transaction, applies an amount equal to the value of such sale assets to either (the defeasance or a combination of) the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a way of payment at maturity) of debt for borrowed money Securities or other Indebtedness of the Company or a Restricted Subsidiary that matures more than 12 months one year after the creation of such indebtedness Indebtedness or to the purchase, construction or development of other comparable propertyproperty or (d) the transaction is between the Company and one of its Restricted Subsidiaries. Notwithstanding the restrictions outlined in the preceding paragraphforegoing, the Company or any and its Restricted Subsidiary will Subsidiaries shall be permitted allowed to enter into Sale and Lease-Back back Transactions which would otherwise be if, after giving pro forma effect to such Sale and Lease-back Transaction (and the receipt and application of proceeds thereof) the sum of (without duplication) (i) the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries secured by liens (other than Permitted Liens) upon the assets of the Company or any Restricted Subsidiary or, if less, the fair market value of the property subject to such restrictionslien, without applying as determined in good faith by the net proceeds Board of such transactions Directors and (ii) all Attributable Debt in the manner set forth in clause (2) above, provided that after giving effect thereto, the aggregate amount respect of such sale Sale and Lease-Back TransactionsTransactions not otherwise permitted under the first sentence of this Section 10.11, together with at the aggregate amount time of all Secured Debt not permitted by clauses (1) through (11) under Section 1008, determination does not exceed the greater of $500 million or 10% fifteen percent of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateWorth.

Limitations on Sale and Lease-Back Transactions. The Company covenants and agrees that so long as any Securities of such series remains outstanding, it will not, nor and the Company will it not permit any Restricted Subsidiary to, enter into any arrangement with any Person (other than the Company or a Subsidiary), providing for the leasing to the Company or a Subsidiary of any assets which have been or are to be sold or transferred by the Company or such Subsidiary to such Person (a "Sale and Lease-Back Transaction with respect to any Principal Property, other than any Transaction") unless; (a) such transaction involving involves a lease for a term of temporary period not more than to exceed three years or any years; (b) such transaction 62 70 is between the Company or a Subsidiary and a Restricted Subsidiary or between Restricted Subsidiaries, unless: an affiliate of the Company; (1c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness debt secured by a mortgage Lien on the Principal Property assets or property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities, pursuant to Section 1008the limitation on Liens described above; or (2d) such transaction is entered into within 90 days after the initial acquisition by the Company shall apply an amount equal to the greater of the net proceeds of such sale assets or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. Notwithstanding the restrictions outlined in the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be property subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause transaction; (2e) above, provided that after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such sale Sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 1008, Transactions does not exceed the greater of $500 million or 10% of Consolidated Net Tangible Assets Assets; or (f) the Company or a Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Company or such Subsidiary, applies in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the assets so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company as most recently determined on or prior such Subsidiary), (i) to the retirement of debt, incurred or assumed by the Company or a Subsidiary, which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such datedebt or (ii) to investment in any assets of the Company or any Subsidiary.

Limitations on Sale and Lease-Back Transactions. The Company Companies and Parent will not, nor and will it not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal PropertyTransaction, other than any such transaction involving a lease for a term of not more than three years or any such transaction solely between the Company and Companies, Parent and/or a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company Companies, Parent or such Restricted Subsidiary would be entitled to incur indebtedness secured by a mortgage on the Principal Property assets involved in such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Securities, Securities pursuant to Section 1008; or (2) the Company Companies or Parent shall apply an amount equal to the greater of the net proceeds of such sale or and the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company Companies, Parent or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness Sale and Lease-Back Transaction or the purchase, construction or development of other comparable property. Notwithstanding the restrictions outlined in the immediately preceding paragraph, the Company or Companies, Parent and any Restricted Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which that would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) above, ; provided that after giving effect thereto, the sum of the aggregate amount of outstanding Attributable Debt with respect to such sale Sale and Lease-Back Transactions, together with plus the aggregate amount of all outstanding Secured Debt not permitted by clauses (1) through (119) under Section 1008, does not exceed the greater of $500 million 475,000,000 or 10% of Consolidated Net Tangible Total Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. The Company covenants and agrees that so long as any Securities of such series remains outstanding, it will not, nor and the Company will it not permit any Restricted Subsidiary to, enter into any arrangement with any Person (other than the Company or a Subsidiary), providing for the leasing to the Company or a Subsidiary of any assets which have been or are to be sold or transferred by the Company or such Subsidiary to such Person (a "Sale and Lease-Back Transaction with respect to any Principal Property, other than any Transaction") unless; (a) such transaction involving involves a lease for a term of temporary period not more than to exceed three years or any years; (b) such transaction is between the Company or a Subsidiary and a Restricted Subsidiary or between Restricted Subsidiaries, unless: an affiliate of the Company; (1c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness debt secured by a mortgage Lien on the Principal Property assets or property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities, pursuant to Section 1008the limitation on Liens described above; or (2d) such transaction is entered into within 90 days after the initial acquisition by the Company shall apply an amount equal to the greater of the net proceeds of such sale assets or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. Notwithstanding the restrictions outlined in the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be property subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause transaction; (2e) above, provided that after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such sale Sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 1008, Transactions does not exceed the greater of $500 million or 10% of Consolidated Net Tangible Assets Assets; or (f) the Company or a Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Company or such Subsidiary, applies in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the assets so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company as most recently determined on or prior such Subsidiary), (i) to the retirement of debt, incurred or assumed by the Company or a Subsidiary, which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such datedebt or (ii) to investment in any assets of the Company or any Subsidiary.

Limitations on Sale and Lease-Back Transactions. The Company For the benefit of the Holders of the Securities, the Guarantor covenants that it will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1a) the Company Guarantor or such Restricted Subsidiary would be entitled to incur indebtedness secured by a mortgage on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities, pursuant to Section 1008the limitation on liens described above; or (2b) the Company shall apply proceeds of such transaction are at least equal to the fair market value of the affected Principal Property (as determined in good faith by the Board of Directors of the Guarantor, as evidenced by a Board Resolution of the Guarantor) and the Guarantor applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days of such sale to either (or a combination of) (i) the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company Guarantor or a Restricted Subsidiary (other than debt that is subordinated to the Securities or debt to the Guarantor or a subsidiary) that matures more than 12 months after the its creation of such indebtedness debt or (ii) the purchase, construction or development of other comparable property. Notwithstanding the restrictions outlined in the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) above, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 1008, does not exceed the greater of $500 million or 10% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. The Neither the Company will notnor Parent will, nor will it they permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal PropertyTransaction, other than any such transaction involving a lease for a term of not more than three years or any such transaction solely between the Company and Company, Parent and/or a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company Company, Parent or such Restricted Subsidiary would be entitled to incur indebtedness secured by a mortgage on the Principal Property assets involved in such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Securities, Securities pursuant to Section 1008; or (2) the Company or Parent shall apply an amount equal to the greater of the net proceeds of such sale or and the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company Company, Parent or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness Sale and Lease-Back Transaction or the purchase, construction or development of other comparable property. Notwithstanding the restrictions outlined in the immediately preceding paragraph, the Company or Company, Parent and any Restricted Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which that would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) above, ; provided that after giving effect thereto, the sum of the aggregate amount of outstanding Attributable Debt with respect to such sale Sale and Lease-Back Transactions, together with plus the aggregate amount of all outstanding Secured Debt not permitted by clauses (1) through (119) under Section 1008, does not exceed the greater of $500 million 290,000,000 or 10% of Consolidated Net Tangible Total Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. The Company (a) the Guarantor will not, nor will it permit any Restricted Guarantor Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such Property (except for a transaction involving providing for a lease for a term term, including any renewal thereof, of not more than three years or any such years, except for a transaction between the Company Guarantor and a Restricted Guarantor Subsidiary or between Restricted SubsidiariesGuarantor Subsidiaries and except for any lease of property acquired after the date of the effectiveness of the Second Supplemental Indenture if the rent payable by the Guarantor or such Guarantor Subsidiary thereunder is to be reimbursed under a contract with the government of the United States or any instrumentality or agency thereof), unless: if the commitment by or on behalf of the purchaser is obtained more than 120 days after the later of (1i) the Company 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 incur indebtedness Section 8-2(a) to issue, assume or guarantee debt secured by a mortgage on such Principal Property without equally and ratably securing the Guarantor's obligations under the Guarantee 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 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) of the Principal Property involved in such transaction at least equal in amount so leased to the Attributable Debt with respect to retirement, within 180 days after the effective date of such Sale and Lease-Back Transaction, without equally and ratably securing the of Securities, pursuant Guarantor Securities or other indebtedness of the Guarantor or a Guarantor Subsidiary; PROVIDED, HOWEVER, that the amount to Section 1008; be applied to any such retirement of Securities or (2) the Company Guarantor Securities shall apply be reduced by an amount equal to the greater sum of (A) an amount equal to the net proceeds principal amount of such sale Securities or Guarantor Securities delivered within 180 days after the Attributable Debt with respect to effective date of such Sale and Lease-Back Transaction within 180 days to the Trustee or the Guarantor Indenture Trustee, as the case may be, for retirement and cancellation (for purposes of making such sale 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 either Section 502 of the Guarantor Indenture at the time retired and cancelled) and (or a combination ofB) the retirement (other than mandatory retirementprincipal amount, mandatory prepayment plus any premium or sinking fund payment or by a payment at maturity) of debt for borrowed money of fee paid in connection with any redemption in accordance with the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchaseterms, construction or development of other comparable property. Notwithstanding indebtedness voluntarily retired by the restrictions outlined in the preceding paragraphGuarantor within such 180-day period, the Company or any Restricted Subsidiary will be permitted excluding retirements pursuant to enter into Sale prepayment provisions and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) above, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 1008, does not exceed the greater of $500 million or 10% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such datepayments at Maturity.

Limitations on Sale and Lease-Back Transactions. The Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain Outstanding, the Company will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between unless (a) the assets subject to the Sale and Lease-back Transaction have not been owned by the Company and or a Restricted Subsidiary or between Restricted Subsidiaries, unless: have not been in full operation for more than one year prior to the Sale and Lease-back Transaction or (1b) the Company or such Restricted Subsidiary would be entitled to incur indebtedness Indebtedness secured by a mortgage lien on the Principal Property involved such assets in such transaction an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Securities, Securities of such series pursuant to Section 1008; Sect ion 10.10 or (2c) the Company shall apply an amount equal to Company, within 180 days after the greater effective date of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days Transaction, applies an amount equal to the value of such sale assets to either (the defeasance or a combination of) the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a way of payment at maturity) of debt for borrowed money Securities or other Indebtedness of the Company or a Restricted Subsidiary that matures more than 12 months one year after the creation of such indebtedness Indebtedness or to the purchase, construction or development of other comparable propertyproperty or (d) the transaction is between the Company and one of its Restricted Subsidiaries. Notwithstanding the restrictions outlined in the preceding paragraphforegoing, the Company or any and its Restricted Subsidiary will Subsidiaries shall be permitted allowed to enter into Sale and Lease-Back back Transactions which would otherwise be subject if, after giving pro forma effect to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) above, provided that after giving effect thereto, the aggregate amount of such sale Sale and Lease-Back Transactions, together with back Transaction (and the aggregate amount receipt and application of all Secured Debt not permitted by clauses proceeds thereof) the sum of (1) through (11) under Section 1008, does not exceed the greater of $500 million or 10% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.without

Limitations on Sale and Lease-Back Transactions. The Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain Outstanding, the Company will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between unless (a) the assets subject to the Sale and Lease-back Transaction have not been owned by the Company and or a Restricted Subsidiary or between Restricted Subsidiaries, unless: have not been in full operation for more than one year prior to the Sale and Lease-back Transaction or (1b) the Company or such Restricted Subsidiary would be entitled to incur indebtedness Indebtedness secured by a mortgage lien on the Principal Property involved such assets in such transaction an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Securities, Securities of such series pursuant to Section 1008; 10.10 or (2c) the Company shall apply an amount equal to Company, within 180 days after the greater effective date of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days Transaction, applies an amount equal to the value of such sale assets to either (the defeasance or a combination of) the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a way of payment at maturity) of debt for borrowed money Securities or other Indebtedness of the Company or a Restricted Subsidiary that matures more than 12 months one year after the creation of such indebtedness Indebtedness or to the purchase, construction or development of other comparable propertyproperty or (d) the transaction is between the Company and one of its Restricted Subsidiaries. Notwithstanding the restrictions outlined in the preceding paragraphforegoing, the Company or any and its Restricted Subsidiary will Subsidiaries shall be permitted allowed to enter into Sale and Lease-Back back Transactions which would otherwise be subject if, after giving pro forma effect to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) above, provided that after giving effect thereto, the aggregate amount of such sale Sale and Lease-Back Transactions, together with back Transaction (and the aggregate amount receipt and application of all Secured Debt not permitted by clauses proceeds thereof) the sum of (1) through (11) under Section 1008, does not exceed the greater of $500 million or 10% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.without

Limitations on Sale and Lease-Back Transactions. The Company will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a mortgage on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities, pursuant to Section 1008; or (2) the Company shall apply an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. Notwithstanding the restrictions outlined in is the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2b) above, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 10081008 above, does not exceed the greater of $500 million or 10% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.