Common use of Sales and Lease Clause in Contracts

Sales and Lease. Backs. Except as otherwise provided in this Section 7.9, Company shall not, and shall not permit Holdings or any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which Holdings or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Holdings or any of its Subsidiaries) or (ii) which Holdings or any of its Subsidiaries intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Holdings or any of its Subsidiaries to any Person (other than Holdings or any of its Subsidiaries) in connection with such lease; provided, however, that Company may engage in such sale-leaseback transactions (1) to the extent that all non-real estate leases entered into by Holdings and its Subsidiaries in connection therewith are Capital Leases permitted pursuant to subsection 7.1(iii) of this Agreement or (2) if such sale-leaseback transaction covers real property and improvements and such sale-leaseback transaction is consummated within one year following the substantial completion of improvements on such real property; and provided further that, with respect to Company’s corporate headquarters, Company may engage in sale-leaseback transactions (x) to the extent that all leases entered into in connection therewith are (A) operating leases or (B) Capital Leases permitted pursuant to subsection 7.1(iii), or (y) if such transactions are Asset Sales, so long as the proceeds of such Asset Sales are applied in accordance with subsection 2.4A(iii)(a), without giving effect to Company’s right otherwise to acquire Exchange Assets in connection therewith.

Sales and Lease. Backs. Except as otherwise provided in this Section 7.9, Company shall BACKS --------------------- The Borrower will not, and shall will not permit Holdings or any of its Subsidiaries toSubsidiaries, directly or indirectly, to become or remain liable as lessee or as a guarantor or other surety with respect to any leaselease with any Person, whether an Operating Lease or a Capital Lease, of any property (whether real, real or personal or mixed), ) whether now owned or hereafter acquired, (i) which Holdings the Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other such Person (other than Holdings or any of its Subsidiaries) such Person's Affiliate, or (ii) which Holdings the Borrower or any of its Subsidiaries such Subsidiary intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Holdings the Borrower or any of its Subsidiaries such Subsidiary to any such Person (other than Holdings or any of its Subsidiaries) such Person's Affiliate in connection with such lease, except that the Borrower and its Subsidiaries may enter into such transactions if: (i) such lease is entered into less than 180 days after the acquisition or occupancy of such property; and (ii) the aggregate principal amount of (A) Indebtedness relating to such leases plus (B) Indebtedness secured by any Lien on any property or ---- asset owned or held by Borrower or its Subsidiaries, regardless of whether the Indebtedness secured thereby shall have been assumed by Borrower or its Subsidiaries or is non-recourse does not exceed the limitation set forth in Section 6.1 (ii); provided, however, that Company may engage Indebtedness secured solely by Permitted Liens -------- ------- and Indebtedness incurred in such connection with sale-leaseback transactions where (1A) the proceeds thereof are invested, or committed to be invested, in the extent that all non-real estate leases entered into by Holdings business of Borrower and its Subsidiaries within 90 days of the receipt of such proceeds (and in connection therewith the case of investments committed within such 90 days, such proceeds are Capital Leases permitted pursuant to subsection 7.1(iiiin fact invested within 180 days of such commitment) of this Agreement or (2) if such sale-leaseback transaction covers real property and improvements and such sale-leaseback transaction is consummated within one year following the substantial completion of improvements on such real property; and provided further that, with respect to Company’s corporate headquarters, Company may engage in sale-leaseback transactions (x) to the extent that all leases entered into in connection therewith are (A) operating leases or (B) Capital Leases permitted pursuant are used to subsection 7.1(iii), pay or (y) if such transactions are Asset Sales, so long as prepay Consolidated Funded Indebtedness to the proceeds extent thereof within 90 days of the receipt of such Asset Sales are applied proceeds, shall be excluded from the limitation set forth in accordance with subsection 2.4A(iii)(athis Section 6.6(ii), without giving effect to Company’s right otherwise to acquire Exchange Assets in connection therewith.