Common use of Limitations on Sale and Lease-Back Transactions Clause in Contracts

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Transaction”) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for So long as the leasing Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company may not enter into or permit to exist any Restricted Subsidiary of Sale and Lease-Back Transaction with respect to any Important Operating Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereofor potential renewal, of not more than three years and except for leases between 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of the Operating Property or the placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if (a) the Company would be entitled pursuant to Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property without equally and a Restricted Subsidiary or between Restricted Subsidiaries)ratably securing the Notes, which Important Property has been or is (b) after giving effect to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Back Transaction”, pursuant to Section 3.01(b) unless above, the Company could incur, at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a)), or (c) the Company applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of such sale are at least the Operating Property so leased), and, otherwise, an amount equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicableCompany) of such property and either (a) the Operating Property so leased to the retirement of Notes or other Debt of the Company or ranking equally with the Notes; provided, however, that any such Restricted Subsidiary would retirement of Notes shall be entitled, pursuant to in accordance with the terms and provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b)the Indenture and the Notes; provided, to incur Debt secured by a Mortgage on further, that the Important Property amount to be leased without equally and ratably securing the Loans, applied to such retirement of Notes or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply other Debt shall be reduced by an amount equal to the fair value sum of (as so determineda) of such property an amount equal to the reduction of redemption price with respect to Notes delivered within such one hundred eighty (180)-day period to the Commitments Trustee for retirement and cancellation and (to be accompanied by prepayment of b) the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or terms of other retirement of funded debt for money borrowed, incurred or assumed Debt voluntarily retired by the Company which ranks senior within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures prepayment provisions and payments at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debtmaturity.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for So long as the leasing Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company may not enter into or permit to exist any Restricted Subsidiary of Sale and Lease-Back Transaction with respect to any Important Operating Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereofor potential renewal, of not more than three years and except for leases between 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of the Operating Property or the placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if (a) the Company would be entitled pursuant to Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property without equally and a Restricted Subsidiary or between Restricted Subsidiaries)ratably securing the Notes, which Important Property has been or is (b) after giving effect to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Back Transaction”, pursuant to Section 3.01(b) unless above, the Company could incur at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a)), or (c) the Company applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of such sale are at least the Operating Property so leased), and, otherwise, an amount equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicableCompany) of such property and either (a) the Operating Property so leased to the retirement of Notes or other Debt of the Company or ranking equally with the Notes; provided, however, that any such Restricted Subsidiary would retirement of Notes shall be entitled, pursuant to in accordance with the terms and provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b)the Indenture and the Notes; provided, to incur Debt secured by a Mortgage on further, that the Important Property amount to be leased without equally and ratably securing the Loans, applied to such retirement of Notes or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply other Debt shall be reduced by an amount equal to the fair value sum of (as so determineda) of such property an amount equal to the reduction of redemption price with respect to Notes delivered within such one hundred eighty (180)-day period to the Commitments Trustee for retirement and cancellation and (to be accompanied by prepayment of b) the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or terms of other retirement of funded debt for money borrowed, incurred or assumed Debt voluntarily retired by the Company which ranks senior within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures prepayment provisions and payments at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such DebtStated Maturity.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for So long as the leasing Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company may not enter into or permit to exist any Restricted Subsidiary of Sale and Lease-Back Transaction with respect to any Important Operating Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereofor potential renewal, of not more than three years and except for leases between 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of the Operating Property or the placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if (a) the Company would be entitled pursuant to Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property without equally and a Restricted Subsidiary or between Restricted Subsidiaries)ratably securing the Notes, which Important Property has been or is (b) after giving effect to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Back Transaction”, pursuant to Section 3.01(b) unless above, the Company could incur, at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a)), or (c) the Company applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of such sale are at least the Operating Property so leased), and, otherwise, an amount equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicableCompany) of such property and either (a) the Operating Property so leased to the retirement of Notes or other Debt of the Company or ranking equally with the Notes; provided, however, that any such Restricted Subsidiary would retirement of Notes shall be entitled, pursuant to in accordance with the terms and provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b)the Indenture and the Notes; provided, to incur Debt secured by a Mortgage on further, that the Important Property amount to be leased without equally and ratably securing the Loans, applied to such retirement of Notes or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply other Debt shall be reduced by an amount equal to the fair value sum of (as so determineda) of such property an amount equal to the reduction of redemption price with respect to Notes delivered within such one hundred eighty (180)-day period to the Commitments Trustee for retirement and cancellation and (to be accompanied by prepayment of b) the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or terms of other retirement of funded debt for money borrowed, incurred or assumed Debt voluntarily retired by the Company which ranks senior within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures prepayment provisions and payments at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such DebtStated Maturity.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease"SALE AND LEASE-back Transaction”BACK TRANSACTION") unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu PARI PASSU with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter The Company covenants and agrees that so long as any Securities of such series remains outstanding, it will not, and the Company will not permit any Subsidiary to, enter into any arrangement with any Person (other than the Company or a Subsidiary), providing for the leasing to the Company or any Restricted a Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), assets which Important Property has have been or is are to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “"Sale and Lease-back Back Transaction”") unless unless; (a) such transaction involves a lease for a temporary period not to exceed three years; (b) such transaction is between the Company or a Subsidiary and an affiliate of the Company; (c) the Company would be entitled to incur debt 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; (d) such transaction is entered into within 90 days after the initial acquisition by the Company of the assets or property subject to such transaction; (e) 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 (f) the Company or a 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 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 such a sale are at least 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 Restricted Subsidiary), as applicable(i) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borroweddebt, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borroweda Subsidiary, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at at, or is extendable extendible or renewable at the sole option of the obligor without requiring the consent of the obligee to to, a date more than twelve months after the date of incurring, assuming or guaranteeing such debt or (ii) to investment in any assets of the creation of such DebtCompany or any Subsidiary.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Transaction”) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without 117 requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter into any ----------------------------------------------- arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “"Sale and Lease-back Transaction”") unless the net proceeds of such sale are ------------------------------- at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money ---- ----- borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “"Sale and Lease-back Transaction”") unless the net proceeds of such sale are ------------------------------- at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money ---- ----- borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter (i) The Guarantor will not, nor will it permit any Subsidiary to, enter into any arrangement Sale and Lease-Back Transaction with respect to any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Principal Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases a transaction providing for a lease for a term, including any renewal thereof, of not more than three years and except for leases a transaction between the Company Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by unless either (x) the Company Guarantor or such Restricted Subsidiary would be entitled pursuant to subsection (e)(i) to issue, assume or guarantee indebtedness secured by a mortgage on such Person (herein referred Principal Property in an amount at least equal to as a “the Attributable Debt in respect of such Sale and Lease-back Transaction”Back Transaction without being required by subsection (e)(i) unless to equally and ratably secure the obligations of the Guarantor pursuant to the Guaranty or (y) the Guarantor shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such Principal Property at the date of such sale are at least or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by the Board of Directors Directors) of the Company or such Restricted SubsidiaryPrincipal Property so leased to the retirement, as applicable) within 180 days after the effective 30 35 date of such property Sale and either (a) Lease-Back Transaction, of Senior Funded Indebtedness of the Company Guarantor or such Restricted Subsidiary would be entitleda Subsidiary; provided, pursuant to however, that the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property amount to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any applied to such case the Company covenants that it will, within 120 days retirement of the effective date of any such arrangement, apply Senior Funded Indebtedness shall be reduced by an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans principal amount, plus any premium or fee paid in connection with any redemption in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement terms, of funded debt for money borrowed, incurred or assumed Senior Funded Indebtedness voluntarily retired by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months Guarantor within 180 days after the effective date of the creation of such DebtSale and Lease-Back Transaction, excluding retirements pursuant to mandatory sinking fund or prepayment provisions and payments at maturity.

Limitations on Sale and Lease-Back Transactions. Enter into ----------------------------------------------- any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “"Sale and Lease-back Transaction”") unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

Limitations on Sale and Lease-Back Transactions. Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “"Sale and Lease-back Transaction”") unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i6.2(a)(I) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.