Common use of Restrictions on Sales and Leasebacks Clause in Contracts

Restrictions on Sales and Leasebacks. The provisions of Section 1009 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: Neither the Company nor any of its Subsidiaries will enter into any sale and leaseback transaction involving any of its respective assets or properties, unless, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to such transactions would be permitted to be secured by Permitted Liens assuming such Attributable Debt was “Debt” for all purposes (including the definition of “Secured Leverage Ratio”) of Section 3.01 hereof. The above restrictions will not apply to, and there will be excluded from Attributable Debt in any computation under such restriction, any sale and leaseback transaction if (i) the lease is for a period, including renewal rights, of not in excess of three years, (ii) the sale and leaseback transaction of the property is made prior to, at the time of or within 180 days after its acquisition or completion of construction, (iii) the lease secures or relates to industrial revenue or pollution control bonds, (iv) the transaction is between the Company and a Subsidiary or between any Subsidiaries, (v) the Company or such Subsidiary within 180 days after the sale or transfer applies an amount equal to the greater of the net proceeds of the sale of the property leased pursuant to such arrangement or the fair market value of the property so leased at the time of entering into such arrangement to (a) the retirement of the Notes or Funded Debt of the Company ranking on a parity to the Notes or Funded Debt of a Subsidiary or (b) the purchase of other property having a fair market value, in the opinion of the Board of Directors of the Company, at least equal to the fair market value of the property so leased. The amount to be applied to the retirement of such Funded Debt of the Company or a Subsidiary shall be reduced by (x) the principal amount of any Notes (or other notes or debentures constituting such Funded Debt) delivered within such 180-day period to the Trustee or other applicable trustee for retirement and cancellation and (y) the principal amount of such Funded Debt other than items referred to in the preceding clause (x), voluntarily retired by the Company or a Subsidiary within 180 days after such sale, provided that, notwithstanding the foregoing, no retirement referred to in this paragraph may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restrictions on Sales and Leasebacks. The provisions of Section 1009 of the Base Indenture shall not apply to the Notes, and the following provisions provision shall apply in lieu thereof: Neither only upon and after the occurrence of an Investment Grade Rating Event. The Company nor any of its Subsidiaries will may not enter into any sale and leaseback transaction involving any of its respective assets or propertiesPrincipal Property, unless, after giving effect thereto, unless the aggregate amount of all Attributable Debt Indebtedness of the Company with respect to such transactions transaction plus all secured Indebtedness (with the exception of secured Indebtedness which is excluded as described in clauses (i) through (ix) in Section 9.17 above) would be permitted to be secured by Permitted Liens assuming such Attributable Debt was “Debt” for all purposes (including the definition not exceed 10% of “Secured Leverage Ratio”) of Section 3.01 hereofConsolidated Net Tangible Assets. The above restrictions will This restriction does not apply to, and there will shall be excluded from Attributable Debt Indebtedness in any computation under such restriction, any sale and leaseback transaction if if: (i) the lease is for a period, including renewal rights, of not in excess of three years, ; (ii) the sale and leaseback transaction of the property Principal Property is made prior to, at the time of or within 180 270 days after its acquisition acquisition, construction or completion of construction, improvements; (iii) the lease secures or relates to industrial revenue or pollution control bonds, ; (iv) the transaction is between the Company and a Subsidiary Restricted Subsidiary; or between any Subsidiaries, (v) the Company or such Subsidiary Company, within 180 270 days after the sale is completed, applies to the retirement of Indebtedness of the Company or transfer applies a Restricted Subsidiary, or to the purchase of other property which shall constitute a Principal Property, an amount equal to not less than the greater of (1) the net proceeds of the sale of the property Principal Property leased pursuant to such arrangement or (2) the fair market value (as determined by the Company in good faith) of the property so leased at the time of entering into such arrangement to (a) the retirement of the Notes or Funded Debt of the Company ranking on a parity to the Notes or Funded Debt of a Subsidiary or (b) the purchase of other property having a fair market value, in the opinion of the Board of Directors of the Company, at least equal to the fair market value of the property so Principal Property leased. The amount to be applied to the retirement of such Funded Debt of the Company or a Subsidiary Indebtedness shall be reduced by (x) the principal amount of any Notes debentures or notes (including the Notes) of the Company or other notes or debentures constituting a Restricted Subsidiary surrendered within 270 days after such Funded Debt) delivered within such 180-day period sale to the Trustee or other applicable trustee for retirement and cancellation and cancellation, (y) the principal amount of such Funded Debt Indebtedness, other than the items referred to in the preceding clause (x), voluntarily retired by the Company or a Restricted Subsidiary within 180 270 days after such sale, provided that, notwithstanding the foregoing, no retirement referred to in this paragraph may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionsale and (z) associated transaction expenses.

Restrictions on Sales and Leasebacks. The provisions of Section 1009 of the Base Indenture shall not apply to the Notes, and the following provisions provision shall apply in lieu thereof: Neither only upon and after the occurrence of an Investment Grade Rating Event. The Company nor any of its Subsidiaries will may not enter into any sale and leaseback transaction involving any of its respective assets or propertiesPrincipal Property, unless, after giving effect thereto, unless the aggregate amount of all Attributable Debt Indebtedness of the Company with respect to such transactions transaction plus all secured Indebtedness (with the exception of secured Indebtedness which is excluded as described in clauses (i) through (ix) in Section 9.14 above) would be permitted to be secured by Permitted Liens assuming such Attributable Debt was “Debt” for all purposes (including the definition not exceed 10% of “Secured Leverage Ratio”) of Section 3.01 hereofConsolidated Net Tangible Assets. The above restrictions will This restriction does not apply to, and there will shall be excluded from Attributable Debt Indebtedness in any computation under such restriction, any sale and leaseback transaction if if: (i) the lease is for a period, including renewal rights, of not in excess of three years, ; (ii) the sale and leaseback transaction of the property Principal Property is made prior to, at the time of or within 180 270 days after its acquisition acquisition, construction or completion of construction, improvements; (iii) the lease secures or relates to industrial revenue or pollution control bonds, ; (iv) the transaction is between the Company and a Subsidiary Restricted Subsidiary; or between any Subsidiaries, (v) the Company or such Subsidiary Company, within 180 270 days after the sale is completed, applies to the retirement of Indebtedness of the Company or transfer applies a Restricted Subsidiary, or to the purchase of other property which shall constitute a Principal Property, an amount equal to not less than the greater of (1) the net proceeds of the sale of the property Principal Property 77 leased pursuant to such arrangement or (2) the fair market value (as determined by the Company in good faith) of the property so leased at the time of entering into such arrangement to (a) the retirement of the Notes or Funded Debt of the Company ranking on a parity to the Notes or Funded Debt of a Subsidiary or (b) the purchase of other property having a fair market value, in the opinion of the Board of Directors of the Company, at least equal to the fair market value of the property so Principal Property leased. The amount to be applied to the retirement of such Funded Debt of the Company or a Subsidiary Indebtedness shall be reduced by (x) the principal amount of any Notes debentures or notes (including the Notes) of the Company or other notes or debentures constituting a Restricted Subsidiary surrendered within 270 days after such Funded Debt) delivered within such 180-day period sale to the Trustee or other applicable trustee for retirement and cancellation and cancellation, (y) the principal amount of such Funded Debt Indebtedness, other than the items referred to in the preceding clause (x), voluntarily retired by the Company or a Restricted Subsidiary within 180 270 days after such sale, provided that, notwithstanding the foregoing, no retirement referred to in this paragraph may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionsale and (z) associated transaction expenses.

Restrictions on Sales and Leasebacks. The provisions of Section 1009 of the Base Indenture shall not apply to the Notes, and the following provisions provision shall apply in lieu thereof: Neither with respect to any series of Securities only upon and after the occurrence of an Investment Grade Rating Event of that series. The Company nor any of its Subsidiaries will may not enter into any sale and leaseback transaction involving any of its respective assets or propertiesPrincipal Property, unless, after giving effect thereto, unless the aggregate amount of all Attributable Debt Indebtedness of the Company with respect to such transactions transaction plus all secured Indebtedness (with the exception of secured Indebtedness which is excluded as described in clauses (i) through (ix) in Section 9.14 above) would be permitted to be secured by Permitted Liens assuming such Attributable Debt was “Debt” for all purposes (including the definition not exceed 10% of “Secured Leverage Ratio”) of Section 3.01 hereofConsolidated Net Tangible Assets. The above restrictions will This restriction does not apply to, and there will shall be excluded from Attributable Debt Indebtedness in any computation under such restriction, any sale and leaseback transaction if if: (i) the lease is for a period, including renewal rights, of not in excess of three years, ; (ii) the sale and leaseback transaction of the property Principal Property is made prior to, at the time of or within 180 270 days after its acquisition acquisition, construction or completion of construction, improvements; (iii) the lease secures or relates to industrial revenue or pollution control bonds, ; (iv) the transaction is between the Company and a Subsidiary Restricted Subsidiary; or between any Subsidiaries, (v) the Company or such Subsidiary Company, within 180 270 days after the sale is completed, applies to the retirement of Indebtedness of the Company or transfer applies a Restricted Subsidiary, or to the purchase of other property which shall constitute a Principal Property, an amount equal to not less than the greater of (1) the net proceeds of the sale of the property Principal Property leased pursuant to such arrangement or (2) the fair market value (as determined by the Company in good faith) of the property so leased at the time of entering into such arrangement to (a) the retirement of the Notes or Funded Debt of the Company ranking on a parity to the Notes or Funded Debt of a Subsidiary or (b) the purchase of other property having a fair market value, in the opinion of the Board of Directors of the Company, at least equal to the fair market value of the property so Principal Property leased. The amount to be applied to the retirement of such Funded Debt of the Company or a Subsidiary Indebtedness shall be reduced by (x) the principal amount of any Notes debentures or notes (including the Securities) of the Company or other notes or debentures constituting a Restricted Subsidiary surrendered within 270 days after such Funded Debt) delivered within such 180-day period sale to the Trustee or other applicable trustee for retirement and cancellation and cancellation, (y) the principal amount of such Funded Debt Indebtedness, other than the items referred to in the preceding clause (x), voluntarily retired by the Company or a Restricted Subsidiary within 180 270 days after such sale, provided that, notwithstanding the foregoing, no retirement referred to in this paragraph may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionsale and (z) associated transaction expenses.

Restrictions on Sales and Leasebacks. The provisions From and after the occurrence of Section 1009 of the Base Indenture an Investment Grade Rating Event, Company shall not apply to the Notes, and the following provisions shall apply in lieu thereof: Neither the Company nor any of its Subsidiaries will enter into any sale Sale and leaseback transaction Leaseback Transaction involving any of its respective assets or propertiesPrincipal Property, unless, after giving effect thereto, unless the aggregate amount of all Attributable Debt Indebtedness of Company with respect to such transactions transaction plus all secured Indebtedness (with the exception of secured Indebtedness which is excluded as described in clauses (i) through (ix) under subsection 6.9) would be permitted to be secured by Permitted Liens assuming such Attributable Debt was “Debt” for all purposes (including the definition not exceed 10% of “Secured Leverage Ratio”) of Section 3.01 hereofConsolidated Net Tangible Assets. The above restrictions will This restriction does not apply to, and there will shall be excluded from Attributable Debt Indebtedness in any computation under such restriction, any sale Sale and leaseback transaction if Leaseback Transaction if: (i) the lease is for a period, including renewal rights, of not in excess of three years, ; (ii) the sale and leaseback transaction of the property Principal Property is made prior to, at the time of or within 180 270 days after its acquisition acquisition, construction or completion of construction, improvements; (iii) the lease secures or relates to industrial revenue or pollution control bonds, ; (iv) the transaction is between the Company and a Subsidiary Restricted Subsidiary; or between any Subsidiaries, (v) the Company or such Subsidiary Company, within 180 270 days after the sale is completed, applies to the retirement of Indebtedness of Company or transfer applies a Restricted Subsidiary, or to the purchase of other property which will constitute a Principal Property, an amount equal to not less than the greater of (1) the net proceeds of the sale of the property Principal Property leased pursuant to such arrangement or (2) the fair market value (as determined by Company in good faith) of the property so leased at the time of entering into such arrangement to (a) the retirement of the Notes or Funded Debt of the Company ranking on a parity to the Notes or Funded Debt of a Subsidiary or (b) the purchase of other property having a fair market value, in the opinion of the Board of Directors of the Company, at least equal to the fair market value of the property so Principal Property leased. The amount to be applied to the retirement of such Funded Debt of the Company or a Subsidiary Indebtedness shall be reduced by (x) the principal amount of any Notes debentures or notes (including the New Notes) of Company or other notes or debentures constituting a Restricted Subsidiary surrendered within 270 days after such Funded Debt) delivered within such 180-day period sale to the Trustee or other applicable trustee for retirement and cancellation and cancellation, (y) the principal amount of such Funded Debt Indebtedness, other than the items referred to in the preceding clause (x), voluntarily retired by the Company or a Restricted Subsidiary within 180 270 days after such sale, provided that, notwithstanding the foregoing, no retirement referred to in this paragraph may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionsale and (z) associated transaction expenses.

Restrictions on Sales and Leasebacks. The provisions of Section 1009 of the Base Indenture shall Company will not apply to the Notesitself, and the following provisions shall apply in lieu thereof: Neither the Company nor will not permit any of its Subsidiaries will Principal Subsidiary to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Company or any Principal Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or a Principal Subsidiary for a period, including renewals, in excess of three years of any Principal Manufacturing Property, which has been or is to be sold or transferred, more than 120 days after the completion of construction and commencement of full operation thereof, by the Company or any Principal Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Manufacturing Property (referred to in this section as a "sale and leaseback transaction involving any of its respective assets transaction") unless either (1) the Company or properties, unless, after giving effect thereto, such Principal Subsidiary could create Debt secured by a Mortgage pursuant to Section 1008 on the aggregate Principal Manufacturing Property to be leased back in an amount of all equal to the Attributable Debt with respect to such transactions would be permitted to be secured by Permitted Liens assuming such Attributable Debt was “Debt” for all purposes (including the definition of “Secured Leverage Ratio”) of Section 3.01 hereof. The above restrictions will not apply to, and there will be excluded from Attributable Debt in any computation under such restriction, any sale and leaseback transaction if without equally and ratably securing the Securities, or (i2) the lease is for a periodCompany, including renewal rights, of not in excess of three years, (ii) the sale and leaseback transaction of the property is made prior to, at the time of or within 180 days after its acquisition or completion of construction, (iii) the lease secures or relates to industrial revenue or pollution control bonds, (iv) the transaction is between the Company and a Subsidiary or between any Subsidiaries, (v) the Company or such Subsidiary within 180 120 days after the sale or transfer shall have been made by the Company or by a Principal Subsidiary, applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Manufacturing Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property Principal Manufacturing Property so sold and leased back at the time of entering into such arrangement as determined by the Board of Directors to (a) the retirement of the Notes or Funded Debt of the Company ranking on a parity to Company; provided, that the Notes or Funded Debt of a Subsidiary or (b) the purchase of other property having a fair market value, in the opinion of the Board of Directors of the Company, at least equal to the fair market value of the property so leased. The amount to be applied to the retirement of such Funded Debt of the Company or a Subsidiary shall be reduced by (xa) the principal amount of any Notes (or other notes or debentures constituting such Funded Debt) Securities delivered within 120 days after such 180-day period sale to the Trustee or other applicable trustee for retirement and cancellation and (yb) the principal amount of such Funded Debt Debt, other than items referred to in the preceding clause (x), Securities voluntarily retired by the Company or a Subsidiary within 180 120 days after such sale, provided that, notwithstanding . Notwithstanding the foregoing, no retirement referred to in this paragraph clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restrictions on Sales and Leasebacks. The provisions From and after the occurrence of Section 1009 of the Base Indenture an Investment Grade Rating Event, Company shall not apply to the Notes, and the following provisions shall apply in lieu thereof: Neither the Company nor any of its Subsidiaries will enter into any sale Sale and leaseback transaction Leaseback Transaction involving any of its respective assets or propertiesPrincipal Property, unless, after giving effect thereto, unless the aggregate amount of all Attributable Debt Indebtedness of Company with respect to such transactions transaction plus all secured Indebtedness (with the exception of secured Indebtedness which is excluded as described in clauses (i) through (ix) under subsection 6.9) would be permitted to be secured by Permitted Liens assuming such Attributable Debt was “Debt” for all purposes (including the definition not exceed 10% of “Secured Leverage Ratio”) of Section 3.01 hereofConsolidated Net Tangible Assets. The above restrictions will This restriction does not apply to, and there will shall be excluded from Attributable Debt Indebtedness in any computation under such restriction, any sale Sale and leaseback transaction if Leaseback Transaction if: (i) the lease is for a period, including renewal rights, of not in excess of three years, ; (ii) the sale and leaseback transaction of the property Principal Property is made prior to, at the time of or within 180 270 days after its acquisition acquisition, construction or completion of construction, improvements; (iii) the lease secures or relates to industrial revenue or pollution control bonds, ; (iv) the transaction is between the Company and a Subsidiary Restricted Subsidiary; or between any Subsidiaries, (v) the Company or such Subsidiary Company, within 180 270 days after the sale is completed, applies 66 to the retirement of Indebtedness of Company or transfer applies a Restricted Subsidiary, or to the purchase of other property which will constitute a Principal Property, an amount equal to not less than the greater of (1) the net proceeds of the sale of the property Principal Property leased pursuant to such arrangement or (2) the fair market value (as determined by Company in good faith) of the property so leased at the time of entering into such arrangement to (a) the retirement of the Notes or Funded Debt of the Company ranking on a parity to the Notes or Funded Debt of a Subsidiary or (b) the purchase of other property having a fair market value, in the opinion of the Board of Directors of the Company, at least equal to the fair market value of the property so Principal Property leased. The amount to be applied to the retirement of such Funded Debt of the Company or a Subsidiary Indebtedness shall be reduced by (x) the principal amount of any Notes debentures or notes (including the New Notes) of Company or other notes or debentures constituting a Restricted Subsidiary surrendered within 270 days after such Funded Debt) delivered within such 180-day period sale to the Trustee or other applicable trustee for retirement and cancellation and cancellation, (y) the principal amount of such Funded Debt Indebtedness, other than the items referred to in the preceding clause (x), voluntarily retired by the Company or a Restricted Subsidiary within 180 270 days after such sale, provided that, notwithstanding the foregoing, no retirement referred to in this paragraph may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionsale and (z) associated transaction expenses.

Restrictions on Sales and Leasebacks. The provisions of Section 1009 of the Base Indenture shall not apply to the Notes, and the following provisions provision shall apply in lieu thereof: Neither only upon and after the occurrence of an Investment Grade Rating Event. The Company nor any of its Subsidiaries will may not enter into any sale and leaseback transaction involving any of its respective assets or propertiesPrincipal Property, unless, after giving effect thereto, unless the aggregate amount of all Attributable Debt Indebtedness of the Company with respect to such transactions transaction plus all secured Indebtedness (with the exception of secured Indebtedness which is excluded as described in clauses (i) through (ix) in Section 9.18 above) would be permitted to be secured by Permitted Liens assuming such Attributable Debt was “Debt” for all purposes (including the definition not exceed 10% of “Secured Leverage Ratio”) of Section 3.01 hereofConsolidated Net Tangible Assets. The above restrictions will This restriction does not apply to, and there will shall be excluded from Attributable Debt Indebtedness in any computation under such restriction, any sale and leaseback transaction if if: (i) the lease is for a period, including renewal rights, of not in excess of three years, ; (ii) the sale and leaseback transaction of the property Principal Property is made prior to, at the time of or within 180 270 days after its acquisition acquisition, construction or completion of construction, improvements; (iii) the lease secures or relates to industrial revenue or pollution control bonds, ; (iv) the transaction is between the Company and a Subsidiary Restricted Subsidiary; or between any Subsidiaries, (v) the Company or such Subsidiary Company, within 180 270 days after the sale is completed, applies to the retirement of Indebtedness of the Company or transfer applies a Restricted Subsidiary, or to the purchase of other property which shall constitute a Principal Property, an amount equal to not less than the greater of (1) the net proceeds of the sale of the property Principal Property leased pursuant to such arrangement or (2) the fair market value (as determined by the Company in good faith) of the property so leased at the time of entering into such arrangement to (a) the retirement of the Notes or Funded Debt of the Company ranking on a parity to the Notes or Funded Debt of a Subsidiary or (b) the purchase of other property having a fair market value, in the opinion of the Board of Directors of the Company, at least equal to the fair market value of the property so Principal Property leased. The amount to be applied to the retirement of such Funded Debt of the Company or a Subsidiary Indebtedness shall be reduced by (x) the principal amount of any Notes debentures or notes (including the Notes) of the Company or other notes or debentures constituting a Restricted Subsidiary surrendered within 270 days after such Funded Debt) delivered within such 180-day period sale to the Trustee or other applicable trustee for retirement and cancellation and cancellation, (y) the principal amount of such Funded Debt Indebtedness, other than the items referred to in the preceding clause (x), voluntarily retired by the Company or a Restricted Subsidiary within 180 270 days after such sale, provided that, notwithstanding the foregoing, no retirement referred to in this paragraph may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionsale and (z) associated transaction expenses.