Common use of Restriction on Sale and Leaseback Transactions Clause in Contracts

Restriction on Sale and Leaseback Transactions. The Issuer will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or more Restricted Subsidiaries, or both) any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or (b) the Issuer or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement), within 120 days of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangement.

Restriction on Sale and Leaseback Transactions. The Issuer After the date hereof, the Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or more Restricted Subsidiaries, or both) enter into any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, entitled to incur Secured Debt only by reason of the last paragraph of Section 5.08 equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on value of the property to be leased Sale and Leaseback Transaction without equally and ratably securing the Securities, Securities as provided in said Section or (b) the Issuer Company or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement)apply, within 120 days of one year after the effective date of any such arrangementsale or transfer, or shall have committed within one year after such effective date to apply, an amount at least equal to the net proceeds of indebtedness for money borrowed by the Issuer sale of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction to (1) the acquisition, construction, development or improvement of properties, facilities or equipment which are, or, upon such acquisition, construction development or improvement will be, a Principal Facility or a part thereof or (2) the optional redemption of Securities in accordance with the provisions of Article 3 and at the redemption price applicable at the time of such redemption, or to the repayment of Superior Indebtedness of the Company or of any Restricted Subsidiary (other than such indebtedness owned by Superior Indebtedness owed to the Issuer Company or any Restricted Subsidiary) which was recorded as funded debt as ), or in part to such acquisition, construction, development or improvement and in part so such redemption or repayment; provided that in lieu of the date of its creation and which, in the case applying an amount equal to all or part of such indebtedness of net proceeds to such redemption, the IssuerCompany may, is not subordinate and junior in right of payment within one year after such sale or transfer, deliver to the prior Trustee Securities (other than Securities made the basis of a reduction in any mandatory sinking fund payment provisions contained in any series of the Securities; provided, however, that ) for cancellation and thereby reduce the amount to be so applied to the retirement redemption of such indebtedness shall be reduced Securities pursuant to clause (2) above by (i) an amount equal to the aggregate principal amount of any Securities so delivered. Securities redeemed or delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangementcancellation pursuant to this Section 5.09 shall not be used as credits against mandatory sinking fund payments.

Restriction on Sale and Leaseback Transactions. The Issuer After the date hereof, the Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or more Restricted Subsidiaries, or both) enter into any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, entitled to incur Secured Debt pursuant to Section 4.03 (other than by reason of the provisions of subparagraphs (a) through (f), inclusive, of said Section) in an amount equal in amount to the amount realized or to be realized upon Attributable Debt in respect of such sale or transfer secured by a mortgage on the property to be leased Sale and Leaseback Transaction without equally and ratably securing the Securities, Securities as provided in said Section or (b) each of the Issuer following conditions is satisfied: (i) the Company shall promptly give notice of such sale or transfer to the Trustee; (ii) the net proceeds of such sale or transfer are at least equal to the fair value (as determined in good faith by a Board Resolution, a copy of which has been delivered by the Company to the Trustee) of the property which is the subject of such sale or transfer; and (iii) the Company or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement)apply, within 120 days of one year after the effective date of any such arrangementsale or transfer, or shall have committed within one year after such effective date to apply, an amount at least equal to the net proceeds of indebtedness for money borrowed the sale or transfer of the property which is the subject of such sale or transfer to the optional redemption of Securities in accordance with the provisions of Article 3 at the redemption price applicable at the time of such redemption, or to the repayment of other Funded Debt owing by the Issuer Company or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities, or in part to such redemption and in part to such repayment; provided, however, that if pursuant to clause (b) above the Company commits to apply an amount at least equal to the net proceeds of a sale or transfer to the redemption of the Securities or to the repayment of other Funded Debt, such commitment shall be made in a written instrument delivered by the Company to the Trustee and shall require the Company to so apply said amount within 18 months after the effective date of such sale or transfer, and it shall constitute a breach of the provisions of this Section 4.04 if the Company shall fail so to apply said amount in satisfaction of such commitment; and, provided, further, that in lieu of applying an amount equal to all or part of such net proceeds to such redemption or repayment, the Company may, within one year after such sale or transfer, deliver to the Trustee Securities (other than Securities made the basis of a reduction in any mandatory sinking fund payment under the terms of the Securities of any series) for cancellation and thereby reduce the amount to be so applied to the retirement redemption of such indebtedness shall be reduced Securities pursuant to clause (b) above by (i) an amount equal to the aggregate principal amount of any Securities so delivered. Securities redeemed or delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangementcancellation pursuant to this Section 4.04 shall not be used as credits against mandatory sinking fund payments.

Restriction on Sale and Leaseback Transactions. The Issuer will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or more Restricted Subsidiaries, or both) any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than property, except a lease for a temporary period (not exceeding 36 months) ), and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or (b) the Issuer or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement), within 120 days of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangement.. The term "value" shall mean, with respect to a Sale and Leaseback Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds of the sale of the property leased pursuant to such Sale and Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale and 15

Restriction on Sale and Leaseback Transactions. The Issuer will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or -22- 29 more Restricted Subsidiaries, or both) any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or (b) the Issuer or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement), within 120 days of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangement.

Restriction on Sale and Leaseback Transactions. The Issuer After the date hereof, the Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or more Restricted Subsidiaries, or both) enter into any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, entitled to incur Secured Debt only by reason of the last paragraph of Section 5.08 equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on value of the property to be leased Sale and Leaseback Transaction without equally and ratably securing the Securities, Securities as provided in said Section or (b) the Issuer Company or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement)apply, within 120 days of one year after the effective date of any such arrangementsale or transfer, or shall have committed within one year after such effective date to apply, an amount at least equal to the net proceeds of indebtedness for money borrowed by the Issuer sale of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction to (1) the acquisition, construction, development or improvement of properties, facilities or equipment which are, or, upon such acquisition, construction development or improvement will be, a Principal Facility or a part thereof or (2) the optional redemption of Securities in accordance with the provisions of Article 3 and at the redemption price applicable at the time of such redemption, or to the repayment of Superior Indebtedness of the Company or of any Restricted Subsidiary (other than such indebtedness owned by Superior Indebtedness owed to the Issuer Company or any Restricted Subsidiary) which was recorded as funded debt as ), or in part to such acquisition, construction, development or improvement and in part so such redemption or repayment; provided that in lieu of the date of its creation and which, in the case applying an amount equal to all or part of such indebtedness of net proceeds to such redemption, the IssuerCompany may, is not subordinate and junior in right of payment within one year after such sale or transfer, deliver to the prior Trustee Securities (other than Securities made the basis of a reduction in any mandatory sinking fund payment provisions contained in any series of the Securities; provided, however, that ) for cancellation and thereby reduce the amount to be so applied accrued to the retirement redemption of such indebtedness shall be reduced Securities pursuant to clause (2) above by (i) an amount equal to the aggregate principal amount of any Securities so delivered. Securities redeemed or delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangementcancellation pursuant to this Section 5.09 shall not be used as credits against mandatory sinking fund payments.

Restriction on Sale and Leaseback Transactions. The Issuer Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer Company or to one or more Restricted Subsidiaries, or both) any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than property, except a lease for a temporary period (not exceeding 36 months) ), and (ii) that the use by the Issuer Company or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.63.2, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the SecuritiesNotes, or (b) the Issuer Company or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement), within 120 days of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer Company or any Restricted Subsidiary (other than such indebtedness owned by the Issuer Company or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the IssuerCompany, is not subordinate and junior in right of payment to the prior payment of the SecuritiesNotes; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities Notes delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the SecuritiesNotes) retired by the Issuer Company or a Restricted Subsidiary within 120 days of the effective date of any such arrangement.