Common use of Restrictions on Sales and Leasebacks Clause in Contracts

Restrictions on Sales and Leasebacks. Except as shall otherwise be permitted with respect to a Guarantor in accordance with Section 10.02, neither the Company nor any Guarantor will sell or transfer any Principal Domestic Property of the Company or a Guarantor, as the case may be, with the Company or a Guarantor, as the case may be, taking back a lease of such Principal Domestic Property of the Company or a Guarantor, as the case may be, (a "Sale and Leaseback Transaction"), unless (i) such Principal Domestic Property of the Company or a Guarantor, as the case may be, is sold within 360 days from the date of acquisition of such Principal Domestic Property of the Company or a Guarantor, as the case may be, or the date of the completion of construction or commencement of full operations on such Principal Domestic Property of the Company or a Guarantor, as the case may be, whichever is later, or (ii) the Company or a Guarantor, as the case may be, within 120 days after such sale, applies or causes to be applied to the retirement of Funded Debt of the Company or a Guarantor, as the case may be, or any Subsidiary (other than Funded Debt of the Company or a Guarantor, as the case may be, which by its terms or the terms of the instrument pursuant to which it was issued is subordinate in right of payment to the Securities of each Series) an amount not less than the greater of (A) the net proceeds of the sale of such Principal Domestic Property of the Company or a Guarantor, as the case may be, or (B) the fair value (as determined in any manner approved by the Board of Directors) of such Principal Domestic Property of the Company or a Guarantor, as the case may be. The provisions of this Section 4.09 shall not prevent a Sale and Leaseback Transaction (x) if the lease entered into by the Company or a Guarantor in connection therewith is for a period, including renewals, of not more than 36 months or (y) if the Company or a Guarantor, as the case may be, would, at the time of entering into such Sale and Leaseback Transaction, be entitled, without equally and ratably securing the Securities, to create or assume a Lien on such Principal Domestic Property of the Company or a Guarantor securing Indebtedness in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction pursuant to clause (4) of Section 4.08.

Restrictions on Sales and Leasebacks. Except as shall otherwise be permitted The Company will not itself, and will not permit any Principal Subsidiary to, enter into any arrangement with respect to a Guarantor in accordance with Section 10.02any bank, neither insurance company or other lender or investor (not including the Company nor any Guarantor will sell or transfer any Principal Domestic Property of Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or a GuarantorPrincipal Subsidiary for a period, as the case may beincluding renewals, with the Company in excess of three years of any Principal Manufacturing Property, which has been or a Guarantoris to be sold or transferred, as the case may be, taking back a lease of such Principal Domestic Property of the Company or a Guarantor, as the case may be, (a "Sale and Leaseback Transaction"), unless (i) such Principal Domestic Property of the Company or a Guarantor, as the case may be, is sold within 360 more than 120 days from the date of acquisition of such Principal Domestic Property of the Company or a Guarantor, as the case may be, or the date of after the completion of construction or and commencement of full operations on such Principal Domestic Property of 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 Guarantor"sale and leaseback transaction") unless either (1) the Company or such Principal Subsidiary could create Debt secured by a Mortgage pursuant to Section 1008 on the Principal Manufacturing Property to be leased back in an amount equal to the Attributable Debt with respect to such sale and leaseback transaction without equally and ratably securing the Securities, as or (2) the case may beCompany, whichever is laterwithin 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 Principal Manufacturing Property sold and leased back pursuant to such arrangement or (ii) the Company or a Guarantorfair market value of the Principal Manufacturing Property so sold and leased back at the time of entering into such arrangement as determined by the Board of Directors to the retirement of Funded Debt of the Company; provided, as that the case may be, within 120 days after such sale, applies or causes amount to be applied to the retirement of Funded Debt of the Company or a Guarantor, as shall be reduced by (a) the case may be, or principal amount of any Subsidiary (other than Funded Debt of the Company or a Guarantor, as the case may be, which by its terms or the terms of the instrument pursuant to which it was issued is subordinate in right of payment Securities delivered within 120 days after such sale to the Securities of each Series) an amount not less than the greater of Trustee for retirement and cancellation and (Ab) the net proceeds principal amount of the sale of such Principal Domestic Property of the Company or a Guarantor, as the case may be, or (B) the fair value (as determined in any manner approved by the Board of Directors) of such Principal Domestic Property of the Company or a Guarantor, as the case may be. The provisions of this Section 4.09 shall not prevent a Sale and Leaseback Transaction (x) if the lease entered into by the Company or a Guarantor in connection therewith is for a period, including renewals, of not more than 36 months or (y) if the Company or a Guarantor, as the case may be, would, at the time of entering into such Sale and Leaseback Transaction, be entitled, without equally and ratably securing the Securities, to create or assume a Lien on such Principal Domestic Property of the Company or a Guarantor securing Indebtedness in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction pursuant to clause (4) of Section 4.08.Funded

Restrictions on Sales and Leasebacks. Except as shall otherwise be permitted with respect to a Guarantor in accordance with Section 10.02, neither Neither the Company nor any Guarantor will sell or transfer any Principal Domestic Property of the Company or a Guarantor, Guarantor as the case may be, with the Company or a Guarantor, Guarantor as the case may be, be taking back a lease of such Principal Domestic Property of the Company or a Guarantor, as the case may be, (a "Sale and Leaseback Transaction"), unless (i) such Principal Domestic Property of the Company or a Guarantor, Guarantor as the case may be, be is sold within 360 days from the date of acquisition of such Principal Domestic Property of the Company or a Guarantor, Guarantor as the case may be, be or the date of the completion of construction or commencement of full operations on such Principal Domestic Property of the Company or a Guarantor, Guarantor as the case may be, whichever is later, or (ii) the Company or a Guarantor, Guarantor as the case may be, within 120 days after such sale, applies or causes to be applied to the retirement of Funded Debt of the Company or a Guarantor, Guarantor as the case may be, be or any Subsidiary (other than Funded Debt of the Company or a Guarantor, Guarantor as the case may be, be which by its terms or the terms of the instrument pursuant to which it was issued is subordinate in right of payment to the Securities of each Series) an amount not less than the greater of (A) the net proceeds of the sale of such Principal Domestic Property of the Company or a Guarantor, Guarantor as the case may be, be or (B) the fair value (as determined in any manner approved by the Board of Directors) of such Principal Domestic Property of the Company or a Guarantor, Guarantor as the case may be. The provisions of this Section 4.09 shall not prevent a Sale and Leaseback Transaction (x) if the lease entered into by the Company or a Guarantor in connection therewith is for a period, including renewals, of not more than 36 months or (y) if the Company or a Guarantor, Guarantor as the case may be, be would, at the time of entering into such Sale and Leaseback Transaction, be entitled, without equally and ratably securing the Securities, to create or assume a Lien on such Principal Domestic Property of the Company or a Guarantor securing Indebtedness in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction pursuant to clause (4) of Section 4.08.