Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (other than to the Company or to a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease of such property, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) the net proceeds of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (c) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by
(i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and
(ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligations) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.
Restrictions on Sale and Lease Back Transactions. The Company will not enter into any direct or indirect arrangement with any Person providing for the lease to the Company of any property of the Company (except for temporary leases for a term, including any renewal thereof, of not more than three years), which property has been or is to be sold or transferred by the Company to such Person or to any other Person by whom funds have been or are to be advanced on the security of such property (a “Sale and Lease-back Transaction”) unless the proceeds of such sale are at least equal to the fair value of such property being sold and leased-back and either:
(a) the Company would be entitled, pursuant to the provisions of Section 4.07(a)(i) or Section 4.07(b) to incur Debt secured by a Lien on such property without equally and ratably securing the Notes; or
(b) within 180 days of the effective date of the Sale and Lease-back Transaction, the Company applies, or covenants that it will apply, an amount not less than the fair value of such property to one or more of:
(i) the payment or other retirement of Funded Debt incurred or assumed by the Company which ranks senior to or pari passu with the Notes (other than Funded Debt owned by the Company), or
(ii) the purchase of property at not more than its fair value (other than the property involved in such sale).
Restrictions on Sale and Lease Back Transactions. The Borrower will not, and will not permit any Subsidiary to enter into Sale and Leaseback Transactions other than (a) Sale and Leaseback Transaction resulting in aggregate net proceeds to the Borrower or its Subsidiaries of up to $25,000,000 and (b) other Sale and Leaseback Transactions; provided, however, that at no time shall the sum of (i) the aggregate outstanding principal amount of Indebtedness of its Subsidiaries (excluding any Permitted Indebtedness), plus (ii) the aggregate outstanding principal amount of Receivables Transaction Attributed Indebtedness of the Borrower and its Subsidiaries in excess of $150,000,000, plus (iii) the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by Liens (excluding Specified Liens) plus (iv) the aggregate amount of net proceeds in excess of $25,000,000 paid or payable to the Borrower or its Subsidiaries in respect of Sale and Leaseback Transactions entered into after the date hereof exceed an amount equal to 10% of Consolidated Net Worth as of the most recent fiscal quarter for which financials are available.
Restrictions on Sale and Lease Back Transactions. So long as any Notes are Outstanding, the Company will not enter into any Sale and Lease-Back Transaction with respect to any Operating Property if, in any case, the commitment by or on behalf of the purchaser is or was obtained more than eighteen (18) months after the later of (i) the completion of the acquisition, construction, or development of such Operating Property or (ii) the placing in operation of such Operating Property or of such Operating Property as constructed, developed, or substantially repaired, altered, or improved, unless (x) the Company would be entitled pursuant to Section 10.05(a) to issue, assume, or guarantee Debt secured by a mortgage on such Operating Property without equally and ratably securing the Notes or (y) the Company would be entitled pursuant to Section 10.05(b), after giving effect to such Sale and Lease-Back Transaction, to incur $1.00 of additional Debt secured by mortgages (other than mortgages permitted by Section 10.05(a)) or (z) the Company shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such Operating 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 Board of Directors) of the Operating Property so leased, to the retirement, within one hundred eighty (180) days after the effective date of such Sale and Lease-Back Transaction, of Debt of the Company ranking senior to, or equally with, the Notes; provided, however, that the amount to be applied to such retirement of Debt shall be reduced by an amount equal to the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms of Debt voluntarily retired by the Company within such one hundred eighty (180) day period, excluding retirement pursuant to mandatory sinking fund or prepayment provisions and payments at maturity.
Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any of its Subsidiaries to, enter into any Sale and Lease-Back Transaction in respect of Principal Property unless:
(i) the Company or such Subsidiary would, at the time of entering into such Sale and Lease-Back Transaction, be entitled to incur Debt secured by a Mortgage on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Notes; or
(ii) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to their fair value, as determined by the Company’s Board of Directors, and an amount equal to the net proceeds from the sale of the Principal Property is applied, within 180 days of the Sale and Lease-Back Transaction:
(1) to the purchase or acquisition of, or, in the case of real property, the commencement of construction on or improvement of, property or assets, or
(2) to the retirement or repayment, other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision of:
(A) securities or Funded Debt ranking equally with or senior to the Notes, any guarantees of the Notes or Funded Debt of any Subsidiary, or
(B) Debt incurred by the Company or any Subsidiary within 180 days prior to the effective date of any such Sale and Lease-Back Transaction that: (i) was used solely to finance the acquisition of the Principal Property that is the subject of such Sale and Lease-Back Transaction and (ii) is secured by a mortgage on the Principal Property that is the subject of such Sale and Lease-Back Transaction; or
(iii) the lease in the Sale and Lease-Back Transaction secures or relates to Debt or other obligations issued by or owed to the United States, any State thereof or any municipality, or any department, agency or instrumentality or political subdivision of any of the foregoing, or by any other country or any political subdivision thereof for the purpose of financing all or any part of the purchase price of or, in the case of real property, the cost of construction on, relocation of, maintenance of, or improvement of, any property or assets subject to such leases or within the jurisdiction of such entity, or otherwise in connection with any geographic incentivization arrangements, including tax reduction or other economic subsidization arrangements pertaining to local employment.
Restrictions on Sale and Lease Back Transactions. Neither the Company nor any of its Subsidiaries will enter into any Sale and Lease-Back Transaction with respect to any Principal Property with another Person (other than with the Company or a Subsidiary of the Company) unless:
(1) the Company or such Subsidiary could incur Indebtedness secured by a Lien on the property to be leased without equally and ratably securing the Notes; or
(2) the property leased pursuant to such arrangement is sold for a price at least equal to such property’s fair value (as determined by the Company) and within 270 days of the effective date of any such Sale and Lease-Back Transaction, the Company applies the net proceeds of the sale of the leased property, less the amount of net proceeds used to prepay, redeem or purchase the Notes, to the voluntary prepayment or retirement of Funded Debt of the Company and its Subsidiaries (which may include the Notes) and/or the acquisition, construction or improvement of a Principal Property.
Restrictions on Sale and Lease Back Transactions. The Company will not sell or transfer any of its properties to anyone with the intention of taking back a lease of the same property or leasing other property for substantially the same use as the property being sold or transferred; PROVIDED HOWEVER, that (a) the Company may continue and extend its existing leasing arrangements and may lease, under operating leases, any fixtures, equipment, and real estate that do not constitute Pledged Assets in the ordinary course of business of the Company, and (b) the Company may otherwise make real estate investments but only with the consent of the Purchasers as provided for herein.
Restrictions on Sale and Lease Back Transactions. The Company will not sell or transfer any of its properties to anyone with the intention of taking back a lease of the same property or leasing other property for substantially the same use as the property being sold or transferred; provided however, that the Company may continue and extend its existing leasing arrangements and may lease, under operating leases, fixtures, equipment, and real estate in the ordinary course of business of the Company.
Restrictions on Sale and Lease Back Transactions. The Borrower will not, nor will it permit any Domestic Subsidiary to, enter into any arrangement with any person providing for the leasing by the Borrower or any Domestic Subsidiary thereof of any Principal Property (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Borrower and a Domestic Subsidiary or between Domestic Subsidiaries), which Principal Property has been or is to be sold or transferred by the Borrower or such Domestic 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 Borrower) of such Principal Property and either (a) the Borrower or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the Obligations, or (b) the Borrower shall, and in any such case the Borrower covenants that it will, within 120 days of the effective date of any such arrangement (or in the case of (ii) below, within six months thereafter pursuant to a firm purchase commitment entered into within such 120 day period), apply or cause to be applied an amount equal to the fair value (as so
Restrictions on Sale and Lease Back Transactions. The Company will not sell or transfer any of its properties to anyone with the intention of taking back a lease of the same property or leasing other property for substantially the same use as the property being sold or transferred, except where the aggregate outstanding unpaid amounts with respect to all such arrangements does not exceed $500,000 at any one time, and PROVIDED, FURTHER, that subject to paragraph 7A hereof, the Company may continue and extend its existing leasing arrangements and may lease, under operating leases, fixtures, equipment and real estate in the ordinary course of business of the Company.
