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

Restrictions on Sale and Lease Back Transactions. The Borrower will not, nor will it permit any Domestic Subsidiary to, enter into any arrangement with any person providing for the leasing by the Borrower or any Domestic Subsidiary thereof of any Principal Property (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Borrower and a Domestic Subsidiary or between Domestic Subsidiaries), which Principal Property has been or is to be sold or transferred by the Borrower or such Domestic 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 Borrower) of such Principal Property and either (a) the Borrower or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the Obligations, or (b) the Borrower shall, and in any such case the Borrower covenants that it will, within 120 days of the effective date of any such arrangement (or in the case of (ii) below, within six months thereafter pursuant to a firm purchase commitment entered into within such 120 day period), apply or cause to be applied an amount equal to the fair value (as so determined) of such Principal Property (i) to the payment or other retirement of Funded Debt incurred or assumed by the Borrower which ranks senior to or pari passu with the Obligations or of Funded Debt incurred or assumed by the Borrower or any Domestic Subsidiary thereof (other than, in any case, Funded Debt owned by the Borrower or any Domestic Subsidiary thereof) or (ii) to the purchase of Principal Property (other than the Principal Property involved in such sale). 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 12 months after the date of the creation of such Debt.

Restrictions on Sale and Lease Back Transactions. The Borrower Company will not, nor and will it not permit any Domestic Subsidiary of the Restricted Subsidiaries to, enter into any arrangement with any person Person providing for the leasing by the Borrower Company or any Domestic Subsidiary thereof of the Restricted Subsidiaries of any Principal Property Property, whether owned at or acquired after the date of the Indenture (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Borrower Company and a Domestic Subsidiary any Restricted Subsidiary, or between Domestic Restricted Subsidiaries), which Principal Property property has been or is to be sold or transferred by the Borrower Company or such Domestic Restricted Subsidiary to such person Person with the intention of taking back a lease of such property (herein referred to as a “Sale and Lease back Lease-Back Transaction”) unless (i) the net proceeds Company or such Restricted Subsidiary would (at the time of entering into such sale are arrangement) be entitled, pursuant to clause (i) or (vi) of Section 3.01(b), without equally and ratably securing the Notes, to create, issue, assume or guarantee indebtedness secured by a mortgage on such property, (ii) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 3.01(c), without equally and ratably securing the Notes, to create, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction or (iii) the Company or such Restricted Subsidiary shall apply, within 180 days of the effective date of such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property or (y) the fair market value (as determined by the Board of Directors of the BorrowerCompany) of such Principal Property and property to either the prepayment or retirement (a) the Borrower other than any mandatory prepayment or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (iretirement) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the Obligations, or (b) the Borrower shall, and in any such case the Borrower covenants that it will, within 120 days of the effective date of any such arrangement (or in the case of (ii) below, within six months thereafter pursuant to a firm purchase commitment entered into within such 120 day period), apply or cause to be applied an amount equal to the fair value (as so determined) of such Principal Property (i) to the payment or other retirement of Funded Debt indebtedness incurred or assumed by the Borrower which ranks senior to or pari passu with the Obligations or of Funded Debt incurred or assumed by the Borrower Company or any Domestic Restricted Subsidiary thereof (other than, in any case, Funded Debt than indebtedness owned by the Borrower Company or any Domestic Subsidiary thereofRestricted Subsidiary) or (ii) to the purchase of Principal Property (other than the Principal Property involved in such sale). For this purpose, Funded Debt means any Debt which by its terms matures at or is extendable extendible or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than 12 twelve months after the date of the creation of such Debtindebtedness, or to the acquisition, construction or improvement of a real property interest which is, or upon such acquisition, construction or improvement will be, a Principal Property.

Restrictions on Sale and Lease Back Transactions. The Borrower Company will not, nor and will it not permit any Domestic Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Borrower Company or any Domestic Restricted Subsidiary thereof of any Principal Property Property, whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Borrower Company and a Domestic any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Domestic Restricted Subsidiaries), which Principal Property property has been or is to be sold or transferred by the Borrower Company or such Domestic Restricted Subsidiary to such person Person with the intention of taking back a lease of such property (herein referred to as a “Sale and Lease back Lease-Back Transaction”) unless (i) the net proceeds Company or such Restricted Subsidiary would (at the time of entering into such sale are arrangement) be entitled pursuant to clause (1) or (6) of Section 4.06(b), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (ii) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 4.06(c), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction or (iii) the Company shall apply, within 180 days of the effective date of any such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property or (y) the fair market value (as determined by the Board of Directors of the BorrowerDirectors) of such Principal Property and property to either the prepayment or retirement (a) the Borrower other than any mandatory prepayment or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (iretirement) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the Obligations, or (b) the Borrower shall, and in any such case the Borrower covenants that it will, within 120 days of the effective date of any such arrangement (or in the case of (ii) below, within six months thereafter pursuant to a firm purchase commitment entered into within such 120 day period), apply or cause to be applied an amount equal to the fair value (as so determined) of such Principal Property (i) to the payment or other retirement of Funded Debt indebtedness incurred or assumed by the Borrower which ranks senior to or pari passu with the Obligations or of Funded Debt incurred or assumed by the Borrower Company or any Domestic Restricted Subsidiary thereof (other than, in any case, Funded Debt than indebtedness owned by the Borrower Company or any Domestic Subsidiary thereofRestricted Subsidiary) or (ii) to the purchase of Principal Property (other than the Principal Property involved in such sale). For this purpose, Funded Debt means any Debt which by its terms matures at or is extendable extendible or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than 12 twelve months after the date of the creation of such Debtindebtedness, or to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility which is, or upon such acquisition, construction or improvement will be, a Principal Property.

Restrictions on Sale and Lease Back Transactions. The Subject to Section 1.5, the Borrower will not, nor will it permit any Domestic Subsidiary thereof to, enter into any arrangement with any person providing for the leasing by the Borrower or any Domestic Subsidiary thereof of any Principal Property (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Borrower and a Domestic Subsidiary or between Domestic Subsidiaries), which Principal Property has been or is to be sold or transferred by the Borrower or such Domestic Subsidiary to such person (herein referred to as a “"Sale and Lease 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 Borrower) of such Principal Property and either (a) the Borrower or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the ObligationsNotes, or (b) the Borrower shall, and in any such case the Borrower covenants that it will, within 120 days of the effective date of any such arrangement (or in the case of (ii) below, within six months thereafter pursuant to a firm purchase commitment entered into within such 120 120-day period), apply or cause to be applied an amount equal to the fair value (as so determined) of such Principal Property (i) to the payment or other retirement of Funded Debt incurred or assumed by the Borrower which ranks senior to or pari passu with the Obligations Notes or of Funded Debt incurred or assumed by the Borrower or any Domestic Subsidiary thereof (other than, in any case, Funded Debt owned by the Borrower or any Domestic Subsidiary thereof) or (ii) to the purchase of Principal Property (other than the Principal Property involved in such sale). 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 12 months after the date of the creation of such Debt.

Restrictions on Sale and Lease Back Transactions. The Borrower will not, nor will it permit any Domestic Subsidiary to, enter into any arrangement with any person providing for the leasing by the Borrower or any Domestic Subsidiary thereof of any Principal Property (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Borrower and a Domestic Subsidiary or between Domestic Subsidiaries), which Principal Property has been or is to be sold or transferred by the Borrower or such Domestic Subsidiary to such person (herein referred to as a “Sale and Lease 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 Borrower) of such Principal Property and either (a) the Borrower or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the ObligationsNotes, or (b) the Borrower shall, and in any such case the Borrower covenants that it will, within 120 days of the effective date of any such arrangement (or in the case of (ii) below, within six months thereafter pursuant to a firm purchase commitment entered into within such 120 120-day period), apply or cause to be applied an amount equal to the fair value (as so determined) of such Principal Property (i) to the payment or other retirement of Funded Debt incurred or assumed by the Borrower which ranks senior to or pari passu with the Obligations Notes or of Funded Debt incurred or assumed by the Borrower or any Domestic Subsidiary thereof (other than, in any case, Funded Debt owned by the Borrower or any Domestic Subsidiary thereof) or (ii) to the purchase of Principal Property (other than the Principal Property involved in such sale). 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 12 months after the date of the creation of such Debt.

Restrictions on Sale and Lease Back Transactions. The Borrower Issuer and the Guarantor will not, nor and will it not permit any Domestic Subsidiary of their respective Restricted Subsidiaries to, enter into any arrangement with any person Person providing for the leasing by the Borrower Issuer, the Guarantor or any Domestic Subsidiary thereof of their respective Restricted Subsidiaries of any Principal Property Property, whether owned at or acquired after the date of this Indenture (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Borrower Issuer and a Domestic any Restricted Subsidiary, between the Guarantor and any Restricted Subsidiary or between Domestic Restricted Subsidiaries), which Principal Property property has been or is to be sold or transferred by the Borrower Issuer, the Guarantor or such Domestic Restricted Subsidiary to such person Person with the intention of taking back a lease of such property (herein referred to as a “Sale and Lease back Lease-Back Transaction”) unless (i) the net proceeds Issuer, the Guarantor or such Restricted Subsidiary would (at the time of entering into such sale are arrangement) be entitled, pursuant to clause (1) or (6) of Section 4.5(b), without equally and ratably securing the Notes or the Guarantee, to create, issue, assume or guarantee indebtedness secured by a mortgage on such property, or (ii) the Issuer, the Guarantor or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 4.5(c), without equally and ratably securing the Notes or the Guarantee, to create, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction or (iii) the Issuer, the Guarantor or such Restricted Subsidiary shall apply, within 180 days of the effective date of such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property or (y) the fair market value (as determined by the Board of Directors of the BorrowerIssuer or the Guarantor, as applicable) of such Principal Property and property to either the prepayment or retirement (a) the Borrower other than any mandatory prepayment or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (iretirement) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the Obligations, or (b) the Borrower shall, and in any such case the Borrower covenants that it will, within 120 days of the effective date of any such arrangement (or in the case of (ii) below, within six months thereafter pursuant to a firm purchase commitment entered into within such 120 day period), apply or cause to be applied an amount equal to the fair value (as so determined) of such Principal Property (i) to the payment or other retirement of Funded Debt indebtedness incurred or assumed by the Borrower which ranks senior to or pari passu with Issuer, the Obligations or of Funded Debt incurred or assumed by the Borrower Guarantor or any Domestic Restricted Subsidiary thereof (other than, in any case, Funded Debt than indebtedness owned by the Borrower Issuer, the Guarantor or any Domestic Subsidiary thereofRestricted Subsidiary) or (ii) to the purchase of Principal Property (other than the Principal Property involved in such sale). For this purpose, Funded Debt means any Debt which by its terms matures at or is extendable extendible or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than 12 twelve months after the date of the creation of such Debtindebtedness, or to the acquisition, construction or improvement of a real property interest which is, or upon such acquisition, construction or improvement will be, a Principal Property.

Restrictions on Sale and Lease Back Transactions. The Borrower will not, nor will it permit any Domestic Subsidiary to, enter into any arrangement with any person providing for the leasing by the Borrower or any Domestic Subsidiary thereof of any Principal Property (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Borrower and a Domestic Subsidiary or between Domestic Subsidiaries), which Principal Property has been or is to be sold or transferred by the Borrower or such Domestic Subsidiary to such person (herein referred to as a “"Sale and Lease 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 BorrowerDirectors) of such Principal Property and either (a) the Borrower or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the ObligationsNotes, or (b) the Borrower shall, and in any such case the Borrower covenants that it will, within 120 days of the effective date of any such arrangement (or in the case of (ii) below, within six months thereafter pursuant to a firm purchase commitment entered into within such 120 120-day period), apply or cause to be applied an amount equal to the fair value (as so determined) of such Principal Property (i) to the payment or other retirement of Funded Debt incurred or assumed by the Borrower which ranks senior to or pari passu with the Obligations Notes or of Funded Debt incurred or assumed by the Borrower or any Domestic Subsidiary thereof (other than, in any either case, Funded Debt owned by the Borrower or any Domestic Subsidiary thereofSubsidiary) or (ii) to the purchase of Principal Property (other than the Principal Property involved in such sale). 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 12 months after the date of the creation of such Debt.