Common use of Sales and Lease-Backs Clause in Contracts

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries such Subsidiary to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. No Principal Company shall notwill, and shall not no Principal Company will permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease, Synthetic Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (ia) that such Principal Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than such Principal Company or any of its Subsidiaries) or (iib) that such Principal Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by such Principal Company or any of its Subsidiaries to any Person (other than such Principal Company or any of its Subsidiaries) in connection with such lease; provided that such Principal Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that such Principal Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease pursuant to the extent that the transaction would be permitted under subsection 7.1Section 10.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided PROVIDED that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and the property which is subject to the extent that such lease was acquired by Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, within 180 days of such lease to sale or transfer of such property by the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds Company or any of the saleits Subsidiaries.

Sales and Lease-Backs. Company Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Lessee or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Lessee or any of its Subsidiaries) or (ii) that Company which Lessee or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Lessee or any of its Subsidiaries to any Person (other than Company Lessee or any of its Subsidiaries) in connection with such lease; provided that Company Lessee and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Lessee or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7(i).

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, to become or remain liable as lessee or as a guarantor or other surety with respect to any leaselease entered into after the date hereof, whether an Operating Lease or a Capital Capitalized Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1Section 8.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.9.

Sales and Lease-Backs. Company The Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company the Lessee or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company the Lessee or any of its Subsidiaries) or (ii) that Company the Lessee or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company the Lessee or any of its Subsidiaries to any Person (other than Company the Lessee or any of its Subsidiaries) in connection with such lease; provided provided, that Company the Lessee and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company the Lessee or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7(i).

Sales and Lease-Backs. Company Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Lessee or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Lessee or any of its Subsidiaries) or (ii) that Company which Lessee or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Lessee or any of its Subsidiaries to any Person (other than Company Lessee or any of its Subsidiaries) in connection with such lease; provided that Company Lessee and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Lessee or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.7(i). 57

Sales and Lease-Backs. Company Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may -------- become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.9.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salesale and the proceeds of such transaction are applied in compliance with subsection 2.4B(iii)(a).

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Subsidiaries, as permitted by subsection 7.7 hereof) or (ii) that Company which Borrower or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Subsidiaries to any Person (other than Company Borrower or any of its Subsidiaries, as permitted by subsection 7.7 hereof) in connection with such lease; provided that Company Borrower and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.9.

Sales and Lease-Backs. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Holdings or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Holdings or any of its Subsidiaries) or (ii) that Company which Holdings or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Holdings or any of its Subsidiaries to any Person (other than Company Holdings or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.9.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its SubsidiariesSubsidiaries that is a Subsidiary Guarantor) or (ii) that Company or any of its Subsidiaries Subsidiary Guarantors intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries Subsidiary Guarantors to any Person (other than Company or any of its SubsidiariesSubsidiaries that is a Subsidiary Guarantor) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain -------- liable as lessee, guarantor or other surety with respect to any such lease with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company Borrower shall not, and nor shall not it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its SubsidiariesGuarantor) or (ii) that Company which Borrower or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Subsidiaries to any Person (other than Company Borrower or any of its SubsidiariesGuarantor) in connection with such lease; provided that Company Borrower and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.17.9, assuming the sale and lease back transaction constituted Indebtedness Borrower and its Subsidiaries may become and remain liable as lessee in connection with a principal amount equal to the gross proceeds of the saleThird Party Financing.

Sales and Lease-Backs. Company shall notNo Loan Party will, and shall not nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (ia) that Company or any of its the Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (iib) that Company or any of its the Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its the Restricted Subsidiaries to any Person (other than Company or any of its the Restricted Subsidiaries) in connection with such lease; provided that (i) such lease is a Capital Lease and (ii) Company and its the Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease Capital Lease if and to the extent that Company or any of its the Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, Section 6.1 assuming the sale and lease lease-back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries such Subsidiary to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.. 115

Sales and Lease-Backs. Company Borrowers shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrowers or any of its their Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company which Borrowers or any of its their Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrowers or any of its their Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided , except that Company Borrowers and its their Subsidiaries may become and remain liable as lessee, guarantor enter into sale-leaseback transactions in connection with any Non-Recourse Financing permitted hereunder or such other surety with respect to any such lease if and to the extent that Company or any financings permitted under clause (xii) of its Subsidiaries would be permitted to enter into, and remain liable under, such lease subsection 7.1 to the extent that the transaction would be permitted under subsection 7.1assets subject to such sale-leaseback are acquired contemporaneously with, assuming or within 180 days prior to, such Non-Recourse Financing or such other financings and with the sale proceeds thereof and lease back transaction constituted Indebtedness neither Borrower nor any of its Subsidiaries theretofore held any interest in a principal amount equal to the gross proceeds of the salesuch assets.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any leaselease entered into after the date hereof, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.16.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and the property which is subject to the extent that such lease was acquired by Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, within 180 days of such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds or transfer of the salesuch property by Company or any of its Subsidiaries.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that which Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may -------- become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.17.1 (ix), assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.4(x) or 7.9.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease (A) in connection with the Sales and Leaseback Transactions, if such Sales and Leaseback Transactions are completed on or prior to August 15, 1997, and the Additional Sales and Leaseback Transactions and (B) with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.9.

Sales and Lease-Backs. Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Subsidiaries) or (ii) that Company Borrower or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Borrower or any of its Subsidiaries to any Person (other than Company Borrower or any of its Subsidiaries) in connection with such lease; provided that Company Borrower and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its SubsidiariesSubsidiary Guarantors) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its SubsidiariesSubsidiary Guarantors) in connection with such lease; provided that Company and its -------- Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.9.

Sales and Lease-Backs. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Holdings or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Holdings or any of its Subsidiaries) or (ii) that Company which Holdings or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Holdings or any of its Subsidiaries to any Person (other than Company Holdings or any of its Subsidiaries) in connection with such lease; provided that Company Holdings and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Holdings or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.17(i). Notwithstanding the foregoing provisions of this subsection 7(j), assuming this subsection 7(j) shall not restrict or prohibit in any manner the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the saleLeases.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided PROVIDED that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease (a) with respect to equipment purchased by Company or a Subsidiary of Company within 60 days prior to entering into such Lease or (b) if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries such Subsidiary has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiariesthe Subsidiaries that is a Subsidiary Guarantor) or (ii) that Company or any of its Subsidiaries Subsidiary Guarantors intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries Subsidiary Guarantors to any Person (other than Company or any of its SubsidiariesSubsidiaries that is a Subsidiary Guarantor) in connection with such lease; provided that Company and its Holdings’ Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its such Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Lessee or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Lessee or any of its Subsidiaries) or (ii) that Company which Lessee or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Lessee or any of its Subsidiaries to any Person (other than Company Lessee or any of its Subsidiaries) in connection with such lease; provided that Company Lessee and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Lessee or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.7(i). -52- 57

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming 99 108 the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, other than the Finance Lease Energy Assets, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries such Subsidiary to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be (i) such lease, if a Capital Lease, is permitted pursuant to enter intosubsection 7.1(iii), and remain liable under, such lease to (ii) the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount consideration received is at least equal to the gross proceeds fair market value of the property sold as determined in good faith by Company's Board of Directors; provided prior consent of the Board of Directors was obtained if such fair market value was determined to be in excess of $1 million and (iii) the Net Asset Sale Proceeds derived from the sale/leaseback of such sold properties or assets owned by the Company or its Subsidiaries shall be applied to prepay Loans and/or reduce commitments pursuant to subsection 2.4B(iii)(a) without regard to any reinvestment of such Net Asset Sale Proceeds otherwise permitted under such subsection.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided PROVIDED that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any leaselease entered into after the date hereof, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided PROVIDED that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.16.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, into and remain liable under, under such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.7.8. 104

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided provided, however, that Company and its Subsidiaries Mitel Telecom may become and remain liable as lessee, guarantor or other surety lessee with respect to (a) sales and lease-back transactions with respect to assets with a fair market value not to exceed (pound)2,500,000 in the aggregate for any Fiscal Year for the purpose of acquiring such lease if assets and to (b) sales and lease-back transactions in existence on the extent that Company or any of its Subsidiaries would be permitted to enter into, Closing Date and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the saleset forth on Schedule 7.10 annexed hereto.

Sales and Lease-Backs. Company Borrower shall not, and shall not permit any of its --------------------- Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Subsidiaries) or (ii) that Company which Borrower or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Subsidiaries to any Person (other than Company Borrower or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety the foregoing shall not apply with respect to -------- (i) any such lease if sale leaseback transaction consummated prior to May 21, 1997 and to the extent (ii)any property acquired after May 21, 1997; provided that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming (y) the sale -------- of such property constitutes a Specified Asset Sale and lease back transaction constituted Indebtedness in a principal amount equal (z) the aggregate sale price paid to the gross proceeds Borrower with respect to all sales or transfers of the salesuch property shall not exceed $15,000,000.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be (i) such Lease, if a Capital Lease, is permitted pursuant to enter into, subsection 7.1(iii) and remain liable under, such lease to (ii) the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount consideration received is at least equal to the gross proceeds fair market value of the saleproperty sold as determined in good faith by Company's Board of Directors.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease); provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease (other than a lease of the Headquarters covering any period of time after the 6-month anniversary of the Closing Date) if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the lease, and such transaction would be permitted permitted, under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale; provided, further, that the proceeds of any such sales and lease-back transaction shall be applied to repay the Loans in accordance with subsection 2.4B(iii)(a).

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any leaselease entered into after the date hereof, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any 183 Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.16.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Lessee or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other -45- 50 than Company Lessee or any of its Subsidiaries) or (ii) that Company which Lessee or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Lessee or any of its Subsidiaries to any Person (other than Company Lessee or any of its Subsidiaries) in connection with such lease; provided that Company Lessee and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Lessee or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7(i).

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided PROVIDED that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and the 117 property which is subject to the extent that such lease was acquired by Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, within 180 days of such lease to sale or transfer of such property by the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds Company or any of the saleits Subsidiaries.

Sales and Lease-Backs. Except with respect to the sale leaseback transactions set forth on Schedule 7.9 and for Permitted Sale Leaseback Transactions, Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Holdings or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company Holdings or any of its Subsidiaries) in connection with such lease; provided that a transaction whereby the Company and or one of its Subsidiaries may become acquires or is deemed to acquire property and remain liable as lessee, guarantor then determines to pay the purchase price for such property by entering into an Operating Lease or other surety a Capital Lease and the lessor under such lease requires that the Company or such Subsidiary execute or join in the execution of a xxxx of sale or similar document with respect to any such lease if property as part of such transaction, and to such transaction is completed within 90 days after the extent that acquisition of such property by the Company or any of its Subsidiaries would be permitted to enter into, and remain liable undersuch Subsidiary, such lease to the extent that the transaction would shall not be permitted deemed a sale leaseback transaction under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salethis Section 7.9.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease agreement if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease agreement to the extent that the transaction would be permitted under subsection 7.16.1, assuming the (regardless of whether in fact such lease is an Operating Lease or a Capital Lease) if a sale and lease back transaction constituted transaction, it would constitute Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other 114 than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may -------- become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.8.

Sales and Lease-Backs. Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Subsidiaries) or (ii) that Company Borrower or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Borrower or any of its Subsidiaries to any Person (other than Company Borrower or any of its Subsidiaries) in connection with such lease, unless the Net Asset Sale Proceeds from all such sales do not exceed $200,000,000 in the aggregate; provided and to the extent that Company Borrower and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if lease, and to the extent that Company such lease obligations are non-recourse to the assets of Borrower or any of its Subsidiaries would be permitted against Borrower or its Subsidiaries (other than the leasehold estate and the assets of any special purpose entity established to enter into, and remain liable under, incur such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the saleobligations).

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.7(viii).

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.8.

Sales and Lease-Backs. Company shall not, and nor shall not it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries (a) has sold or transferred or is to sell or to transfer to any other Person (other than Company or any of its Subsidiaries) ), or (iib) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that PROVIDED, Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be otherwise permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salehereunder.

Sales and Lease-Backs. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now 116 owned or hereafter acquired, (i) that which the Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than the Company or any of its Subsidiaries) or (ii) that which the Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by the Company or any of its Subsidiaries to any Person (other than the Company or any of its Subsidiaries) in connection with such lease; provided that , unless (v) the proceeds of such sale are used to prepay Term Loans pursuant to subsection 2.4B(iii)(a), (w) the Company shall be in Pro Forma Compliance after giving effect to such sale or sale and its Subsidiaries may become leaseback transaction, (x) no Default or Event of Default has occurred and remain liable as lesseeis continuing or would result therefrom, guarantor or other surety with respect (y) the aggregate fair market value of all assets subject to any such lease if sale and to the extent that Company or any lease-back transactions is not in excess of its Subsidiaries would be permitted to enter into, $10,000,000 and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming (z) the sale and lease back transaction constituted Indebtedness in a principal amount equal to price for each such sale shall be the gross proceeds fair market value of the saleapplicable asset or property and shall be paid in cash.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any leaselease entered into after the date hereof, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any 148 Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.16.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety the foregoing shall not apply with respect to (i) any such lease if and -------- sale leaseback transaction consummated prior to the extent Closing Date and (ii) any property acquired after the Closing Date; provided that Company or any (y) the sale of its Subsidiaries would be permitted to enter into, such -------- property constitutes a Specified Asset Sale and remain liable under, such lease (z) the aggregate sale price paid to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal Company with respect to the gross proceeds all sales or transfers of the salesuch property shall not exceed $15,000,000.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale6.9.

Sales and Lease-Backs. Company Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.9.

Sales and Lease-Backs. Company Borrower shall not, and nor shall not it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any 131 lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its SubsidiariesGuarantor) or (ii) that Company which Borrower or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Subsidiaries to any Person (other than Company Borrower or any of its SubsidiariesGuarantor) in connection with such lease; provided that Company Borrower and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.9.

Sales and Lease-Backs. Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted Subsidiaries) or (ii) that Company which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided that Company Borrower and its Restricted Subsidiaries may -------- become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.17.1 (ix), assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.4(x) or 7.9.

Sales and Lease-Backs. Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Subsidiaries) or (ii) that Company which Borrower or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Subsidiaries to any Person (other than Company Borrower or any of its Subsidiaries) in connection with such lease; provided that Company Borrower and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.9.

Sales and Lease-Backs. The Company shall will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating operating lease, Synthetic Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (ia) that the Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than the Company or any of its Subsidiaries) or (iib) that the Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by the Company or any of its Subsidiaries to any Person (other than the Company or any of its Subsidiaries) in connection with such lease; provided that the Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that the Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1Section 10.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than -90- Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.16.9. Notwithstanding the foregoing provisions of this subsection 6.10, assuming the sale and lease back transaction constituted Indebtedness this subsection 6.10 shall not restrict or prohibit in a principal amount equal to the gross proceeds any manner consummation of the saleAFL III Restructuring.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain -------- liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.9.

Sales and Lease-Backs. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company Holdings or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than the Company or any of its Subsidiaries) or (ii) that Company Holdings or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Holdings or any of its Subsidiaries to any Person (other than the Company or any of its Subsidiaries) in connection with such lease; provided that the Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that the Company or any of its Subsidiaries would be permitted to enter into, and remain 122 CREDIT AGREEMENT liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming that the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale; and provided further, that all amounts owing under any such lease shall constitute Indebtedness for the purpose of calculating compliance with the covenants set forth in this Section 7; and provided further, that the aggregate amount of the fair market value of all properties sold or transferred under this subsection 7.5 during the term of this Agreement shall not exceed $50,000,000.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that which Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and -------- remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.17.1 (ix), assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.7.4(x) or 7.9. 7.11

Sales and Lease-Backs. Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquiredacquired in an aggregate amount in excess of $500,000, (i) that Company Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Subsidiaries) or (ii) that Company Borrower or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Borrower or any of its Subsidiaries to any Person (other than Company Borrower or any of its Subsidiaries) in connection with such lease; provided that Company Borrower and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under clauses (iii) and (vi) of subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any leaselease entered into after the date hereof, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person 119 (other than Company or any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.16.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any leaselease entered into after the date hereof, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company 161 or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.16.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.