Common use of Restrictions on Sale and Leaseback Transactions Clause in Contracts

Restrictions on Sale and Leaseback Transactions. Except as otherwise provided herein or pursuant hereto, the Company will not, and will not permit any Designated Subsidiary to, enter into any arrangement (except for temporary leases for a term of not more than three years, or except for sale or transfer and leaseback transactions involving the acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer by the Company or such Designated Subsidiary for the property so sold or transferred shall be applied as described in subsection (ii) below) with any bank, insurance company or other lender or investor, or to which any such lender or investor is party, providing for the leasing to the Company or any Designated Subsidiary of any Principal Property which has been or is to be sold or transferred by the Company or any Designated Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property unless either (i) the Company or any Designated Subsidiary could create Indebtedness secured by a Lien under the provisions related to restrictions on Liens on the property to be leased without equally and ratably securing the Notes, or (ii) the Company and the Designated Subsidiaries within the 12 months preceding such sale or transfer or the 12 months following such sale or transfer, regardless of whether such sale or transfer may have been made by the Company or by a Designated Subsidiary, have applied or apply an aggregate amount equal to the greater of (a) the net proceeds of the sale of the property leased pursuant to such arrangement or (b) the fair value of the property so leased at the time of entering into such arrangement: (1) to the voluntary retirement of Indebtedness of the Company or of a Designated Subsidiary which debt matures by its terms more than one year after the date on which it was originally incurred; or (2) to the acquisition, development or improvement of a Principal Property or Principal Properties. PART THREE

Restrictions on Sale and Leaseback Transactions. Except as otherwise provided herein or pursuant hereto, the The Company will not, and will not permit any Designated Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, whether now owned or hereafter acquired (except for temporary leases for a term term, including any renewal thereof, of not more than three years, or years and except for sale or transfer leases between the Company and leaseback transactions involving the acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer by any Restricted Subsidiary, between any Restricted Subsidiary and the Company or such Designated Subsidiary for the between Restricted Subsidiaries), which property so sold or transferred shall be applied as described in subsection (ii) below) with any bank, insurance company or other lender or investor, or to which any such lender or investor is party, providing for the leasing to the Company or any Designated Subsidiary of any Principal Property which has been or is to be sold or transferred by the Company or any Designated such Restricted Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on with the security intention of taking back a lease of such property unless either (herein referred to as a “Sale and Leaseback Transaction”) unless: (i) the Company or any Designated such Restricted Subsidiary could create Indebtedness secured by a Lien under would (at the provisions related time of entering into such arrangement) be entitled pursuant to restrictions on Liens on the property to be leased clause (1) or (6) of Section 4.01(b), without equally and ratably securing the NotesSecurities, to create, incur, 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 4.01(c), without equally and ratably securing the Designated Subsidiaries within Securities, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the 12 months preceding Attributable Debt in respect of such sale Sale and Leaseback Transaction or transfer or the 12 months following such sale or transfer, regardless of whether such sale or transfer may have been made by (iii) the Company or by a Designated Subsidiaryshall apply, have applied or apply within 365 days of the effective date of any such arrangement, an aggregate amount equal to not less than the greater of (ax) the net proceeds of the sale of the such property leased pursuant to such arrangement or (by) the fair market value (as determined by the Board of Directors) of such property to either the property so leased at the time prepayment or retirement (other than any mandatory prepayment or retirement) of entering into such arrangement: (1) to the voluntary retirement of Indebtedness of the Company Funded Debt or of a Designated Subsidiary which debt matures by its terms more than one year after the date on which it was originally incurred; or (2) to the acquisition, development construction or improvement of a manufacturing plant or manufacturing facility which is, or upon such acquisition, construction or improvement will be, a Principal Property or Principal Properties. PART THREEProperty.

Restrictions on Sale and Leaseback Transactions. Except as otherwise provided herein or pursuant heretoWithout equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not it permit any Designated Subsidiary to, enter into any arrangement (except with any Person providing for temporary leases for a term of not more than three years, or except for sale or transfer and leaseback transactions involving the acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer leasing by the Company or such Designated Subsidiary for the property so sold or transferred shall be applied as described in subsection (ii) below) with any bank, insurance company or other lender or investor, or to which any such lender or investor is party, providing for the leasing to the Company or any Designated Subsidiary of any Principal Operating Property which or Operating Asset that has been or is to be sold or transferred by the Company or any Designated such Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on person with the security intention of taking back a lease of such property (a "Sale and Leaseback Transaction") unless either the terms of such sale or transfer have been determined by the Company's Board of Directors, in the case of any sale or transfer involving proceeds in excess of $25 million, to be fair and arms'-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Designated Subsidiary could create Indebtedness secured by applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to (A) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Lien under Subsidiary, or (B) to the provisions related to restrictions on Liens on the property to be leased without equally and ratably securing the Notesacquisition, construction, development or improvement of Operating Assets or Operating Properties, or (ii) the Company and or such Subsidiary would be entitled, at the Designated Subsidiaries within the 12 months preceding such sale or transfer or the 12 months following effective date of such sale or transfer, regardless of whether such sale or transfer may have been made by the Company or to incur Indebtedness secured by a Designated SubsidiaryLien on such Operating Property or Operating Assets, have applied or apply in an aggregate amount at least equal to the greater of (a) Attributable Debt in respect thereof, without equally and ratably securing the net proceeds of the sale of the property leased Notes pursuant to Section 10.11. The foregoing restriction will not apply to (w) any Sale and Leaseback Transaction for a term of not more than three years including renewals, (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such arrangement or (bOperating Property) if a binding commitment with respect thereto is entered into within three years after the fair value later of the property so leased at the time of entering into such arrangement: (1) to the voluntary retirement date of Indebtedness issuance of the Company or of a Designated Subsidiary which debt matures by its terms more than one year after the date on which it was originally incurred; Notes under this Indenture or (2) the date such Operating Property was acquired (as the term "acquired" is used in the definition of Operating Property), (y) any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the acquisitionlater of the date such property was acquired and, development if applicable, the date such property was first placed in operation, or improvement of (z) any Sale and Leaseback Transaction between the Company and a Principal Property Subsidiary or Principal Properties. PART THREEbetween Subsidiaries provided that the lessor shall be the Company or a Subsidiary.

Restrictions on Sale and Leaseback Transactions. Except as otherwise provided herein or pursuant heretoWithout equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not it permit any Designated Subsidiary to, enter into any arrangement (except with any Person providing for temporary leases for a term of not more than three years, or except for sale or transfer and leaseback transactions involving the acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer leasing by the Company or such Designated Subsidiary for the property so sold or transferred shall be applied as described in subsection (ii) below) with any bank, insurance company or other lender or investor, or to which any such lender or investor is party, providing for the leasing to the Company or any Designated Subsidiary of any Principal Operating Property which or Operating Asset that has been or is to be sold or transferred by the Company or any Designated such Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on with the security intention of taking back a lease of such property (a "Sale and Leaseback Transaction") unless either the terms of such sale or transfer have been determined by the Company's Board of Directors, in the case of any sale or transfer involving proceeds in excess of $25 million, to be fair and arms-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to (A) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties or (ii) the Company or any Designated such Subsidiary could create would be entitled, at the effective date of such sale or transfer, to incur Indebtedness secured by a Lien under on such Operating Property or Operating Assets, in an amount at least equal to the provisions related to restrictions on Liens on the property to be leased Attributable Debt in respect thereof, without equally and ratably securing the NotesNotes pursuant to Section 10.11. The foregoing restriction will not apply to (w) any Sale and Leaseback Transaction for a term of not more than three years including renewals; (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or (iithe business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the Company and the Designated Subsidiaries within the 12 months preceding such sale or transfer or the 12 months following such sale or transfer, regardless later of whether such sale or transfer may have been made by the Company or by a Designated Subsidiary, have applied or apply an aggregate amount equal to the greater of (a) the net proceeds of the sale of the property leased pursuant to such arrangement or (b) the fair value of the property so leased at the time of entering into such arrangement: (1) to the voluntary retirement of Indebtedness of the Company or of a Designated Subsidiary which debt matures by its terms more than one year after the date on which it was originally incurred; Issue Date or (2) the date such Operating Property was acquired (as the term "acquired" is used in the definition of Operating Property); (y) any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the acquisitionlater of the date such property was acquired and, development if applicable, the date such property was first placed in operation; or improvement of (z) any Sale and Leaseback Transaction between the Company and a Principal Property Subsidiary or Principal Properties. PART THREEbetween Subsidiaries provided that the lessor shall be the Company or a Subsidiary.

Restrictions on Sale and Leaseback Transactions. Except as Unless otherwise provided herein for a particular Series of Securities in a Board Resolution, a supplemental indenture or pursuant heretoan Officers' Certificate, except as provided in Section 4.06, none of the Company will notIssuers shall, and will not none of the Issuers shall permit any Designated Restricted Subsidiary to, after the date hereof, enter into any arrangement (except for temporary leases for a term of not more than three years, or except for sale or transfer and leaseback transactions involving the acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer by the Company or such Designated Subsidiary for the property so sold or transferred shall be applied as described in subsection (ii) below) with any bank, insurance company or other lender or investor, or to which any such lender or investor is party, Person providing for the leasing to the Company by any such Issuer or any Designated Restricted Subsidiary of any Principal Property now owned or hereafter acquired which has been or is to be sold or transferred by the Company such Issuer or any Designated Restricted Subsidiary to such lender Person with the intention of taking back a lease of such Principal Property (a "Sale and Leaseback Transaction"), unless the net proceeds of such sale or investor or to any Person to whom funds transfer have been or are determined by the Board of Directors to be advanced by such lender or investor on at least equal to the security fair market value of such property unless Principal Property or asset at the time of such sale and transfer and either (i) such Issuer or Restricted Subsidiary applies or causes to be applied an amount equal to the Company net proceeds of such sale or transfer, within 180 days of receipt thereof, to the retirement or prepayment (other than any mandatory retirement or prepayment, except mandatory retirements or prepayments required as a result of such Sale and Leaseback Transaction) of Funded Debt of any Issuer or any Designated Restricted Subsidiary could create ranking senior to or pari passu with the Securities or to the purchase, construction or development of property or assets to be used in the ordinary course of business, or (ii) such Issuer or Restricted Subsidiary would, on the effective date of such sale or transfer, be entitled, pursuant to this Indenture, to issue, assume or guarantee Indebtedness secured by a Lien under upon such Principal Property, at least equal in amount to the provisions related to restrictions on Liens on the property to be leased Attributable Debt in respect of such Sale and Leaseback Transaction without equally and ratably securing the NotesSecurities. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (i) between any Issuer and Restricted Subsidiary or between Restricted Subsidiaries or Issuers, provided that the lessor shall be an Issuer or a Wholly Owned Restricted Subsidiary, (ii) the Company and the Designated Subsidiaries within the 12 months preceding such sale or transfer or the 12 months following such sale or transfer, regardless which has a lease of whether such sale or transfer may have been made by the Company or by a Designated Subsidiary, have applied or apply an aggregate amount equal to the greater of (a) the net proceeds of the sale of the property leased pursuant to such arrangement or (b) the fair value of the property so leased at the time of entering into such arrangement: (1) to the voluntary retirement of Indebtedness of the Company or of a Designated Subsidiary which debt matures by its terms more less than one year after the date on which it was originally incurred; or (2) to the acquisition, development or improvement of a Principal Property or Principal Properties. PART THREEthree years in length,

Restrictions on Sale and Leaseback Transactions. Except as otherwise provided herein or pursuant hereto, the The Company will not, and will not permit any Designated Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property whether now owned or hereafter acquired (except for temporary leases for a term term, including any renewal thereof, of not more than three years, or years and except for sale or transfer leases between the Company and leaseback transactions involving the acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer by any Restricted Subsidiary, between any Restricted Subsidiary and the Company or such Designated Subsidiary for the between Restricted Subsidiaries), which property so sold or transferred shall be applied as described in subsection (ii) below) with any bank, insurance company or other lender or investor, or to which any such lender or investor is party, providing for the leasing to the Company or any Designated Subsidiary of any Principal Property which has been or is to be sold or transferred by the Company or any Designated such Restricted Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on with the security intention of taking back a lease of such property unless either (herein referred to as a “Sale and Leaseback Transaction”), unless: (i) the Company or any Designated such Restricted Subsidiary could create Indebtedness secured by a Lien under would (at the provisions related time of entering into such arrangement) be entitled pursuant to restrictions on Liens on the property to be leased clause (2) or (7) of Section 4.01(b), without equally and ratably securing the NotesSecurities, to create, incur, 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 4.01(c), without equally and ratably securing the Designated Subsidiaries within Securities, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the 12 months preceding Attributable Debt in respect of such sale Sale and Leaseback Transaction or transfer or the 12 months following such sale or transfer, regardless of whether such sale or transfer may have been made by (iii) the Company or by a Designated Subsidiaryshall apply, have applied or apply within 365 days of the effective date of any such arrangement, an aggregate amount equal to not less than the greater of (ax) the net proceeds of the sale of the such property leased pursuant to such arrangement or (by) the fair market value (as determined by the Board of Directors) of such property to either the property so leased at the time prepayment or retirement (other than any mandatory prepayment or retirement) of entering into such arrangement: (1) to the voluntary retirement of Indebtedness of the Company Funded Debt or of a Designated Subsidiary which debt matures by its terms more than one year after the date on which it was originally incurred; or (2) to the acquisition, development construction or improvement of a manufacturing plant or manufacturing facility which is, or upon such acquisition, construction or improvement will be, a Principal Property or Principal Properties. PART THREEProperty.

Restrictions on Sale and Leaseback Transactions. Except as otherwise provided herein or pursuant hereto, the The Company will not, and nor will not it permit any Designated Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned or hereafter acquired) (except for temporary leases for a term of not more than three years, or years and except for sale or transfer and leaseback transactions involving the acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer by leases between the Company and a Restricted Subsidiary or such Designated Subsidiary for the between Restricted 56 63 Subsidiaries), which property so sold or transferred shall be applied as described in subsection (ii) below) with any bank, insurance company or other lender or investor, or to which any such lender or investor is party, providing for the leasing to the Company or any Designated Subsidiary of any Principal Property which has been or is to be sold or transferred by the Company or any Designated such Restricted Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property person, unless either (ia) the Company or any Designated such Restricted Subsidiary could create Indebtedness would be entitled, pursuant to the provisions of Section 1007, to issue, assume or guarantee Debt secured by a Lien under lien upon such property at least equal in amount to the provisions related to restrictions on Liens on the property to be leased Attributable Debt (defined below) in respect of such arrangement without equally and ratably securing the NotesSecurities; provided, or (ii) however, that from and after the Company date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Section 1007 and the Designated Subsidiaries within the 12 months preceding such sale or transfer or the 12 months following such sale or transfer, regardless of whether such sale or transfer may have been made by the Company or by a Designated Subsidiary, have applied or apply an aggregate amount equal this Section to be Debt subject to the greater provisions of (a) the net proceeds of the sale of the property leased pursuant to such arrangement Section 1007; or (b) the fair value Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 90 days of the property so leased at the time effective date of entering into any such arrangement: (1) to the voluntary retirement , of Indebtedness Debt of the Company or any Restricted Subsidiary (other than Debt owned by the Company or any Restricted Subsidiary and other than Debt of a Designated Subsidiary the Company which debt matures is subordinated to the Securities) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than one year 12 months after the date on which it was originally incurred; or (2) to the acquisition, development or improvement creation of a Principal Property or Principal Properties. PART THREEsuch Debt.