Common use of Sale-Leaseback Transactions Clause in Contracts

Sale-Leaseback Transactions. The Issuer will not, and will not permit any of its Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property unless, (a) the Issuer or such Subsidiary would be entitled to create, incur, issue, assume or guarantee Indebtedness secured by a Lien pursuant to Section 4.1 on the Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notes; (b) the Issuer or such Subsidiary shall apply, within 180 days of the effective date of any such arrangement, an amount not less than the greater of (i) the net proceeds of the sale of such Principal Property or (ii) the fair market value (as determined by the Board of Directors) of such Principal Property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Indebtedness incurred or assumed by the Issuer or such Subsidiary (other than Indebtedness owned by Issuer or any of its Subsidiaries) 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 the creation of such Indebtedness, or to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility; or (c) the Attributable Debt of the Issuer or such Subsidiary in respect of such Sale and Lease-Back Transaction and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted as described in clauses (a) and (b) of this covenant, plus the aggregate principal amount of Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by Permitted Liens) which do not equally and ratably secure the notes (or secure the notes on a basis that is prior to other Indebtedness secured thereby) would not exceed 15% of Consolidated Net Tangible Assets.

Sale-Leaseback Transactions. The Issuer will not(a) Except to the extent permitted under paragraph (c) below, and except for any transaction involving a lease for a temporary period, not to exceed three years, by the end of which it is intended that the use of the leased property by the Parent Guarantor or any Restricted Subsidiary will be discontinued and except for any transaction with a state or local authority that is required in connection with any program, law, statute or regulation that provides financial or tax benefits not available without such transaction, the Parent Guarantor shall not sell any Principal Plant as an entirety, or any substantial portion thereof, with the intention of taking back a lease of such property and the Parent Guarantor will not permit any of its Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect Restricted Subsidiary to sell to anyone other than the Parent Guarantor or a Restricted Subsidiary any Principal Property Plant as an entirety, or any substantial portion thereof, with the intention of taking back a lease of such property unless,: (a) the Issuer or such Subsidiary would be entitled to create, incur, issue, assume or guarantee Indebtedness secured by a Lien pursuant to Section 4.1 on the Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notes; (b) the Issuer or such Subsidiary shall apply, within 180 days of the effective date of any such arrangement, an amount not less than the greater of (i) the net proceeds of the such sale of (including any purchase money mortgages received in connection with such Principal Property or (iisale) are at least equal to the fair market value (as determined by an officer of the Board of DirectorsParent Guarantor) of such property and (ii) subject to paragraph (d) below, the Parent Guarantor shall, within 120 days after the transfer of title to such property (or, if the Parent Guarantor holds the net proceeds described below in cash or cash equivalents, within two years) (A) purchase, and surrender to the Trustee for retirement as provided in this covenant, a principal amount of Securities equal to the net proceeds derived from such sale (including the amount of any such purchase money mortgages), or (B) repay other pari passu indebtedness of the Parent Guarantor or any Restricted Subsidiary in an amount equal to such net proceeds, or (C) expend an amount equal to such net proceeds for the expansion, construction or acquisition of a Principal Property Plant, or (D) effect a combination of such purchases, repayments and plant expenditures in an amount equal to either such net proceeds. (b) At or prior to the prepayment or retirement date 120 days after a transfer of title to a Principal Plant which shall be subject to the requirements of this covenant, the Parent Guarantor shall furnish to the Trustee: (other than any mandatory prepayment or retirementi) an Officer’s Certificate stating that paragraph (a) of Indebtedness incurred or assumed this covenant has been complied with and setting forth in detail the manner of such compliance, which certificate shall contain information as to (A) the amount of Securities theretofore redeemed and the amount of Securities theretofore purchased by the Issuer Parent Guarantor and cancelled by the Trustee and the amount of Securities purchased by the Parent Guarantor and then being surrendered to the Trustee for cancellation, (B) the amount thereof previously credited under paragraph (d) below, (C) the amount thereof which it then elects to have credited on its obligation under paragraph (d) below, and (D) any amount of other indebtedness which the Parent Guarantor has repaid or will repay and of the expenditures which the Parent Guarantor has made or will make in compliance with its obligation under paragraph (a), and (ii) if applicable, a deposit with the Trustee for cancellation of the Securities then being surrendered as set forth in such Subsidiary certificate. (other than Indebtedness owned c) Notwithstanding the restriction of paragraph (a), the Parent Guarantor and any one or more Restricted Subsidiaries may transfer property in sale-leaseback transactions which would otherwise be subject to such restriction if the aggregate principal amount of the fair market value of the property so transferred and not reacquired at such time, when added to the aggregate amount of indebtedness for borrowed money permitted by Issuer or any the last paragraph of the covenant described under “—Limitation on Liens” which shall be outstanding at the time (computed without duplication of the value of property transferred as provided in this paragraph (c)), does not at the time exceed 15% of Net Tangible Assets. (d) The Parent Guarantor, at its option, shall be entitled to a credit, in respect of its Subsidiariesobligation to purchase and retire Securities under this covenant, for the principal amount of any Securities deposited with the Trustee for the purpose and also for the principal amount of (i) which by its terms matures at or is extendible or renewable any Securities theretofore redeemed at the option of the obligor to Parent Guarantor and (ii) any Securities previously purchased by the Parent Guarantor and cancelled by the Trustee, and in each case not theretofore applied as a date more than twelve months after credit under this paragraph (d) or as part of a sinking fund arrangement for the Securities. (e) For purposes of this covenant, the amount or the principal amount of Securities which are issued with original issue discount shall be the principal amount of such Securities that on the date of the creation purchase or redemption of such Indebtedness, or Securities referred to in this covenant could be declared to be due and payable pursuant to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility; or (c) the Attributable Debt of the Issuer or such Subsidiary in respect of such Sale and Lease-Back Transaction and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted as described in clauses (a) and (b) of this covenant, plus the aggregate principal amount of Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by Permitted Liens) which do not equally and ratably secure the notes (or secure the notes on a basis that is prior to other Indebtedness secured thereby) would not exceed 15% of Consolidated Net Tangible AssetsIndenture.

Sale-Leaseback Transactions. The Issuer will Company shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, after the date hereof, enter into any Sale and LeaseSale-Back Leaseback Transaction with respect to any Principal Property unless,other than Permitted Sale-Leaseback Transactions (as defined below). The following Sale-Leaseback Transactions constitute “Permitted Sale-Leaseback Transactions”: (a) a Sale-Leaseback Transaction involving the Issuer leasing by the Company or any Restricted Subsidiary of model homes in the Company’s (including its Subsidiaries’) communities; (b) a Sale-Leaseback Transaction relating to a property entered into within 180 days after the later of the date of acquisition of such property by the Company or a Restricted Subsidiary would or the date of the completion of construction or commencement of full operations on such property, whichever is later; (c) a Sale-Leaseback Transaction where the Company, within 365 days after such Sale-Leaseback Transaction, applies or causes to be entitled applied to createthe retirement of any Funded Debt of the Company or any Restricted Subsidiary (other than Funded Debt which by its terms or the terms of the instrument by which it was issued is subordinate in right of payment to the Notes) proceeds of the sale of such property, incurbut only to the extent of the amount of proceeds so applied; (d) a Sale-Leaseback Transaction where the Company or any Restricted Subsidiary would, on the effective date of such sale or transfer, be entitled, pursuant to this Indenture, to issue, assume or guarantee Indebtedness secured by a Lien pursuant to Section 4.1 on upon the Principal Property to be leased relevant property, at least equal in an amount equal to the Attributable Debt with then present value (discounted at the actual rate of interest of the Sale-Leaseback Transaction) of the obligation for the net rental payments in respect to of such Sale and Sale-Leaseback Transaction without equally and ratably securing the Notes; (be) a Sale-Leaseback Transaction between the Issuer Company and any Restricted Subsidiary or such Subsidiary among Restricted Subsidiaries, provided that the lessor shall apply, within 180 days be the Company or a wholly-owned Restricted Subsidiary; and (f) a Sale-Leaseback Transaction which has a lease of the effective date of any such arrangement, an amount not less than the greater of (i) the net proceeds of the sale of such Principal Property or (ii) the fair market value (as determined by the Board of Directors) of such Principal Property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Indebtedness incurred or assumed by the Issuer or such Subsidiary (other than Indebtedness owned by Issuer or any of its Subsidiaries) which by its terms matures at or is extendible or renewable at the option of the obligor to a date no more than twelve months after three years in length. Notwithstanding the date of foregoing, the creation of such IndebtednessCompany may, and may permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction involving any real or to the acquisitiontangible personal property which is not a Permitted Sale-Leaseback Transaction, construction or improvement of a manufacturing plant or manufacturing facility; or (c) the Attributable Debt of the Issuer or such Subsidiary in respect of such Sale and Lease-Back Transaction and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted as described in clauses (a) and (b) of this covenant, plus provided that the aggregate principal amount of net sales proceeds from all Sale-Leaseback Transactions which are not Permitted Sale-Leaseback Transactions, together with all Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by other than Permitted Liens) which do , does not equally and ratably secure exceed 20% of the notes total consolidated stockholders’ equity of the Company as shown on the most recent consolidated balance sheet that is contained or incorporated in the latest annual report on Form 10-K (or secure equivalent report) or quarterly report on Form 10-Q (or equivalent report) filed with the notes on SEC, and is as of a basis that is date not more than 181 days prior to other Indebtedness secured thereby) would not exceed 15% the date of Consolidated Net Tangible Assets.determination, in the case of the consolidated balance sheet contained or incorporated in an annual report on Form 10-K, or 135 days prior to the date of determination, in the case of the consolidated balance sheet contained in the quarterly report on Form 10-Q.

Sale-Leaseback Transactions. The Issuer will not, and will not permit any of its Subsidiaries to, enter Enter into any Sale and LeaseSale-Back Leaseback Transaction with respect to any Principal Property unless,except: (a) the Issuer or such Subsidiary would be entitled to create, incur, issue, assume or guarantee Indebtedness secured by a Lien pursuant to Section 4.1 Sale-Leaseback Transactions existing on the Principal Property date hereof and set forth on Schedule 6.03 and any replacements and refinancings thereof; provided that such replacements and refinancings shall not apply to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notesany other property or assets of Holdings or any Subsidiary; (b) the Issuer or such Subsidiary shall apply, any Sale-Leaseback Transaction entered into within 180 days after the acquisition or construction of the effective date subject property to finance the acquisition thereof and any replacements and refinancings thereof; provided that such replacements and refinancings shall not apply to any other property or assets of any such arrangement, an amount not less than the greater of (i) the net proceeds of the sale of such Principal Property or (ii) the fair market value (as determined by the Board of Directors) of such Principal Property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Indebtedness incurred or assumed by the Issuer or such Subsidiary (other than Indebtedness owned by Issuer Holdings or any of its Subsidiaries) 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 the creation of such Indebtedness, or to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility; orSubsidiary; (c) any Sale-Leaseback Transaction involving no party other than Holdings or any Subsidiary so long as (i) no lien shall be created in favor of any person other than Holdings or a Subsidiary on the rights of the lessor under any such arrangement and (ii) if the lessee in any such transaction is a Designated Subsidiary and the lessor is a Subsidiary that is not a Designated Subsidiary, the obligations owed to the lessor shall be subordinated in any bankruptcy, insolvency or similar proceeding affecting the lessee to the claims of the Lenders against the lessee; (d) at any time when Section 6.01 shall be in effect, other Sale-Leaseback Transactions to the extent the Attributable Debt related thereto constitutes Priority Indebtedness Incurred without violation of Section 6.01; and (e) at any time when Section 6.01 shall not be in effect, other Sale-Leaseback Transactions to the Issuer or such Subsidiary in respect of such Sale and Lease-Back Transaction and all other Sale and Lease-Back Transactions entered into after extent the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted as described in clauses (a) and (b) of this covenantAttributable Debt related thereto, plus taken together with the aggregate principal amount of Indebtedness the indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by Permitted Liens) which do not equally and ratably secure the notes (or secure the notes on a basis that is prior to other Indebtedness secured thereby) would permitted under Section 6.02(p), does not exceed 15the greater of US$250,000,000 and 10% of Consolidated Net Tangible AssetsAssets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b).

Sale-Leaseback Transactions. The Issuer will not, and will not permit any of its Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property unless, (a) the Issuer or such Subsidiary would be entitled to create, incur, issue, assume or guarantee Indebtedness secured by a Lien pursuant to Section 4.1 on the Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notes; (b) the Issuer or such Subsidiary shall apply, within 180 days of the effective date of any such arrangement, an amount not less than the greater of (i) the net proceeds of the sale of such Principal Property or (ii) the fair market value (as determined by the Board of Directors) of such Principal Property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Indebtedness incurred or assumed by the Issuer or such Subsidiary (other than Indebtedness owned by Issuer or any of its Subsidiaries) 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 the creation of such Indebtedness, or to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility; or (c) the Attributable Debt of the Issuer or such Subsidiary in respect of such Sale and Lease-Back Transaction and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted as described in clauses (a) and (b) of this covenant, plus the aggregate principal amount of Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by Permitted Liens) which do not equally and ratably secure the notes Notes (or secure the notes Notes on a basis that is prior to other Indebtedness secured thereby) would not exceed 15% of Consolidated Net Tangible Assets.

Sale-Leaseback Transactions. The Issuer Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, enter into any Sale and Lease-Back Sale/Leaseback Transaction, except the following: the Sale/Leaseback Transaction is solely with respect to any Principal Property unless,the Borrower or another Subsidiary; the lease is for a period not in excess of 36 months (or which may be terminated by the Borrower or such Subsidiary), including renewals; (a) the Issuer or such Subsidiary would be entitled to create, incur, issue, assume or guarantee Indebtedness secured by a Lien pursuant to Section 4.1 on the Principal Property to be leased in an amount equal Sale/Leaseback Transaction was entered into prior to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the NotesClosing Date; (b) the Issuer Borrower or a Subsidiary within 365 days after the sale of such Subsidiary shall applyproperty in connection with such Sale/Leaseback Transaction is completed, within 180 days of the effective date of any such arrangement, applies an amount not less than the greater of (i) equal to the net proceeds of the sale of such Principal Property or property to (iia) the fair market value (as determined by the Board of Directors) of such Principal Property to either the prepayment or retirement (other than any mandatory prepayment or retirement) repayment of Indebtedness incurred hereunder, other Indebtedness ranked on a pari passu basis with the Indebtedness hereunder or assumed by Indebtedness of a Subsidiary, (b) the Issuer or such Subsidiary (other than Indebtedness owned by Issuer or any of its Subsidiaries) 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 the creation of such Indebtednesspurchase, or to the acquisitionconstruction, construction development, expansion or improvement of property; or (c) a manufacturing plant or manufacturing facilitycombination thereof; or (c) the Attributable Debt of the Issuer or such Subsidiary Borrower and Subsidiaries of the Borrower in respect of such Sale and Lease-Back Sale/ Leaseback Transaction and all other Sale and Lease-Back Sale/Leaseback Transactions entered into after the Issue Closing Date (other than any such Sale and Lease-Back Sale/Leaseback Transaction as would be permitted as described in clauses (a) and (ba)-(d) of this covenantsentence), plus together with the aggregate outstanding principal amount of Indebtedness of Subsidiaries permitted by Section 6.14(b)(xviii) and the aggregate principal amount of the outstanding Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured Xxxxx permitted by Permitted LiensSection 6.15(r) which do not equally and ratably secure the notes (or secure the notes on a basis in an amount that is prior to other Indebtedness secured thereby) would does not exceed at any one time outstanding the greater of $1,688 million and 15% of Consolidated Net Tangible Assets.

Sale-Leaseback Transactions. The Issuer will Company shall not, and will shall not --------------------------- permit any of its Subsidiaries Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Person providing for the leasing by the Company and/or one or more Restricted Subsidiaries of any Principal Property unless, (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and one or more Restricted Subsidiaries or between Restricted Subsidiaries) which property has been or is to be sold or transferred by the Company and/or such Restricted Subsidiary or Subsidiaries to such Person (a "Sale-Leaseback Transaction") unless (a) the Issuer Company and/or such Restricted -------------------------- Subsidiary or such Subsidiary Subsidiaries would be entitled to create, incur, issue, assume or guarantee incur Indebtedness secured by a Lien pursuant to Section 4.1 on the Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction property without equally and ratably securing the Notes; Obligations pursuant to the provisions of Section 8.01, or (b) the Issuer Company shall apply or ------------ cause to be applied an amount equal to the Value of such Subsidiary shall apply, Sale-Leaseback Transaction within 180 120 days of the effective date of any such arrangement, an amount not less than the greater of arrangement (i) to the net proceeds of the sale of such Principal Property or (ii) the fair market value (as determined by the Board of Directors) of such Principal Property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Indebtedness for Borrowed Money incurred or assumed by the Issuer Company or such any Restricted Subsidiary (other than Indebtedness owned by Issuer indebtedness for borrowed money owed to the Company and/or one or any of its more Restricted Subsidiaries) which by its terms matures at on, or is extendible extendable or renewable at the option of the obligor to to, a date more than twelve 12 months after the date of the creation incurrence or assumption of such Indebtednessindebtedness and which is senior in right of payment to, or ranks pari passu ---- ----- with, the Loans, or (ii) to the acquisitionpurchase of other property which will constitute "Principal Property" having a fair value in the opinion of the Board of Directors of the Company at least equal to the Value of such Sale-Leaseback Transaction, construction or improvement of a manufacturing plant or manufacturing facility; or (c) the Attributable Debt Company shall use the net proceeds to repay Loans hereunder. Notwithstanding the provisions of Sections 8.01 and 8.02, the Company and ------------- ---- any one or more of its Restricted Subsidiaries may nevertheless create or assume Liens which would otherwise require securing of the Issuer Obligations under said provisions, and enter into Sale-Leaseback Transactions without compliance with either paragraph (b) or (c) of this Section 8.02, provided that the aggregate ------------- --- ------------ -------- amount of all such Subsidiary in respect Liens and Sale-Leaseback Transactions permitted by this Section 8.02 at any time outstanding (as measured by the sum of such Sale and Lease-Back Transaction and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted as described in clauses (a) all ------------ Indebtedness secured by all such Liens then outstanding or to be so created or assumed, but excluding secured Indebtedness permitted under the exceptions in Section 8.01, and (b) the Value of this covenantall such Sale-Leaseback Transactions then ------------ outstanding or to be so entered into, plus the aggregate principal amount of Indebtedness secured by Liens then outstanding (not including any but excluding such Indebtedness secured by Permitted Lienstransactions in which indebtedness is retired or property is purchased or Loans are repaid) which do not equally and ratably secure the notes (or secure the notes on a basis that is prior to other Indebtedness secured thereby) would shall not exceed 1510% of Consolidated Net Tangible Assets.

Sale-Leaseback Transactions. The Issuer will not, and will not permit any of its Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property unless, (a) the Issuer or such Subsidiary would be entitled to create, incur, issue, assume or guarantee Indebtedness secured by a Lien pursuant to Section 4.1 on the Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notes; (b) the Issuer or such Subsidiary shall apply, within 180 days of the effective date of any such arrangement, an amount not less than the greater of (i) the net proceeds of the sale of such Principal Property or (ii) the fair market value (as determined by the Board of Directors) of such Principal Property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Indebtedness incurred or assumed by the Issuer or such Subsidiary (other than Indebtedness owned by Issuer or any of its Subsidiaries) 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 the creation of such Indebtedness, or to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility; or (c) the Attributable Debt of the Issuer or such Subsidiary in respect of such Sale and Lease-Back Transaction and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted as described in clauses (a) and (b) of this covenant, plus the aggregate principal amount of Indebtedness secured by Liens Lxxxx then outstanding (not including any such Indebtedness secured by Permitted Liens) which do not equally and ratably secure the notes Notes (or secure the notes Notes on a basis that is prior to other Indebtedness secured thereby) would not exceed 15% of Consolidated Net Tangible Assets.