Common use of Limitation on Sale and Lease Clause in Contracts

Limitation on Sale and Lease. Back Transactions ---------------------------------------------- If this covenant shall be made applicable to the Securities of a particular series, the Company covenants and agrees that so long as any Securities of such series remains outstanding neither it nor any Significant Subsidiary will enter into any arrangement with any person (other than the Company or a Significant Subsidiary), providing for the leasing to the Company or a Significant Subsidiary of any assets which have been or are to be sold or transferred by the Company or such Significant Subsidiary to such person (a "Sale and Lease-Back Transaction") unless; (i) such transaction involves a lease for a temporary period not to exceed three years; (ii) such transaction is between the Company or a Significant Subsidiary and an affiliate of the Company; (iii) the Company would be entitled to incur indebtedness secured by a Lien on the assets or property involved in such transaction at least equal in amount to the attributable debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities, pursuant to the limitation on Liens described above other than pursuant to the penultimate paragraph thereof; (iv) such transaction is entered into within 60 days after the initial acquisition by the Company of the assets or property subject to such transaction; (v) after giving effect thereto, the aggregate amount of all attributable debt with respect to all such Sale and Lease-Back Transactions does not exceed 10% of Consolidated Net Tangible Assets; or (vi) the Company or a Significant Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Company or such Significant Subsidiary, applies in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the assets so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company or such Significant Subsidiary), (a) to the retirement of indebtedness for money borrowed, incurred or assumed by the Company or a Significant Subsidiary, which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such debt or (b) to investment in any assets of the Company or any Significant Subsidiary.

Limitation on Sale and Lease. Back Transactions ---------------------------------------------- If this covenant shall be made applicable to the Securities of a particular series, the Company covenants and agrees that so back. So long as any Securities of such series remains outstanding neither are Outstanding, the Company will not, nor will it nor permit any Significant Restricted Subsidiary will to, enter into any arrangement with any person (other than the Company or a Significant Subsidiary), Person providing for the leasing to by the Company or a Significant any Restricted Subsidiary of any assets Principal Property, which have property has been or are is to be sold or transferred by the Company or such Significant Restricted Subsidiary to such person (a "Sale and Lease-Back Transaction") unless; Person, unless either (i) such transaction involves a lease for a temporary period not to exceed three years; (ii) such transaction is between the Company or a Significant such Restricted Subsidiary and an affiliate would be entitled, pursuant to the provisions of the Company; (iii) the Company would be entitled covenant on limitation on liens described above, to incur indebtedness issue, assume, extend, renew or replace Debt secured by a Lien on the assets or Mortgage upon such property involved in such transaction at least equal in amount to the attributable debt with Attributable Debt in respect to of such Sale and Lease-Back Transaction, arrangement without equally and ratably securing the Securities; provided, pursuant however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Section 4.05 above and this Section 4.06 to be Debt subject to the limitation on Liens described provisions of Section 4.05 above other than pursuant to (which provisions include the penultimate paragraph thereof; exceptions set forth in clauses (ivi) such transaction is entered into within 60 days after the initial acquisition by the Company of the assets or property subject to such transaction; (v) after giving effect thereto, the aggregate amount of all attributable debt with respect to all such Sale and Lease-Back Transactions does not exceed 10% of Consolidated Net Tangible Assets; or through (vi) of such Section), or (ii) the Company or a Significant Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Company or such Significant Subsidiary, applies in the case of a sale or transfer for cash, shall apply an amount in cash equal to the greater of (A) the net proceeds thereof and, in of the case sale of a sale the Principal Property so sold and leased back or transfer otherwise than for cash, an amount equal to (B) the fair market value of the assets so leased at the time of entering into such arrangement (as determined in good faith by the Company's Board of Directors Directors) of the Company or such Significant Subsidiary)Principal Property so sold and leased back, (a) to the retirement (other than any mandatory retirement or by way of indebtedness for money borrowedpayment at maturity), incurred or assumed by the Company or a Significant Subsidiary, which by its terms matures at, or is extendible or renewable at the option within 180 days of the obligor to, a date more than twelve months after the effective date of incurringany such lease arrangement, assuming or guaranteeing such debt or (b) to investment in any assets of Funded Debt of the Company or any Significant Restricted Subsidiary (other than Debt owned by the Company or any Restricted Subsidiary) or the purchase of other property which will constitute a Principal Property having a fair market value (as determined in good faith by the Company's Board of Directors) at least equal to the fair market value of the Principal Property leased in such sale and lease-back transaction or (iii) such sale and lease-back transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries. The provisions of this Section 4.06 shall not apply to any lease arrangements having a maximum term (including renewal and other extension options) of three years or less. SECTION 4.07.

Limitation on Sale and Lease. Back Transactions ---------------------------------------------- If this covenant shall be made applicable to the Securities of a particular series, the Company covenants and agrees that so back. So long as any Securities of such series remains outstanding neither are Outstanding, the Company will not, nor will it nor permit any Significant Restricted Subsidiary will to, enter into any arrangement with any person (other than the Company or a Significant Subsidiary), Person providing for the leasing to by the Company or a Significant any Restricted Subsidiary of any assets Principal Property, which have property has been or are is to be sold or transferred by the Company or such Significant Restricted Subsidiary to such person (a "Sale and Lease-Back Transaction") unless; Person, unless either (i) such transaction involves a lease for a temporary period not to exceed three years; (ii) such transaction is between the Company or a Significant such Restricted Subsidiary and an affiliate would be entitled, pursuant to the provisions of the Company; (iii) the Company would be entitled covenant on limitation on liens described above, to incur indebtedness issue, assume, extend, renew or replace Debt secured by a Lien on the assets or Mortgage upon such property involved in such transaction at least equal in amount to the attributable debt with Attributable Debt in respect to of such Sale and Lease-Back Transaction, arrangement without equally and ratably securing the Securities; provided, pursuant however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Section 4.05 above and this Section 4.06 to be Debt subject to the limitation on Liens described provisions of Section 4.05 above other than pursuant to (which provisions include the penultimate paragraph thereof; exceptions set forth in clauses (ivi) such transaction is entered into within 60 days after the initial acquisition by the Company of the assets or property subject to such transaction; (v) after giving effect thereto, the aggregate amount of all attributable debt with respect to all such Sale and Lease-Back Transactions does not exceed 10% of Consolidated Net Tangible Assets; or through (vi) of such Section), or (ii) the Company or a Significant Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Company or such Significant Subsidiary, applies in the case of a sale or transfer for cash, shall apply an amount in cash equal to the greater of (A) the net proceeds thereof and, in of the case sale of a sale the Principal Property so sold and leased back or transfer otherwise than for cash, an amount equal to (B) the fair market value of the assets so leased at the time of entering into such arrangement (as determined in good faith by the Company's Board of Directors Directors) of the Company or such Significant Subsidiary)Principal Property so sold and leased back, (a) to the retirement (other than any mandatory retirement or by way of indebtedness for money borrowedpayment at maturity), incurred or assumed by the Company or a Significant Subsidiary, which by its terms matures at, or is extendible or renewable at the option within 180 days of the obligor to, a date more than twelve months after the effective date of incurringany such lease arrangement, assuming or guaranteeing such debt or (b) to investment in any assets of Funded Debt of the Company or any Significant Restricted Subsidiary (other than Debt owned by the Company or any Restricted Subsidiary) or the purchase of other property which will constitute a Principal Property having a fair market value (as determined in good faith by the Company's Board of Directors) at least equal to the fair market value of the Principal Property leased in such sale and lease-back transaction or (iii) such sale and lease-back transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries. The provisions of this Section 4.06 shall not apply to any lease arrangements having a maximum term (including renewal and other extension options) of three years or less.