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

Limitation on Sale and Lease-Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. The (a) Neither the Company nor any of its wholly-owned subsidiaries will not, and will not permit any Restricted Subsidiary to, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the date hereof; (ii) such transaction was for the sale and leasing back to the Company of any Principal Property by one of its Subsidiaries; (iii) such transaction involves a lease for not more than three years (or which may be terminated by the Company within a period of not more than three years); (iv) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above3.09(a); or (bv) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Company applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement of long-term Indebtedness within 180 365 days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securitiesback transaction; provided that there shall in lieu of applying such amount to such retirement, the Company may deliver debt securities to the Trustee for cancellation, such debt securities to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company. (b) an amount equal Notwithstanding Section 3.10(a), the Company and its wholly-owned subsidiaries may enter into any sale lease-back transaction which would otherwise be subject to the sum foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed the greater of (i) the principal amount 15% of Securities delivered within 180 days Consolidated Net Worth calculated as of the effective closing date of such Sale and Leasethe sale-Back Transaction to the Trustee for retirement and cancellation and leaseback transaction or (ii) 15% of Consolidated Net Worth calculated as of the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.date hereof;

Limitation on Sale and Lease-Back Transactions. The (a) Neither the Company nor any of its Subsidiaries will not, and will not permit any Restricted Subsidiary to, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the Issue Date; (ii) such transaction was for the sale and leasing back to the Company of any Principal Property by one of its Subsidiaries; (iii) such transaction involves a lease for not more than three years (or which may be terminated by the Company within a period of not more than three years); (iv) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes, pursuant to Section 1.3(1) above4.07(a); or (bv) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Company applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement of long-term Indebtedness within 180 days of 12 months before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securitiesback transaction; provided that there shall in lieu of applying such amount to such retirement, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company. (b) an amount equal Notwithstanding Section 4.09(a), the Company and its Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the sum foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed the greater of (i) the principal amount 15% of Securities delivered within 180 days Consolidated Net Worth calculated as of the effective closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and back transaction or (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions$780.0 million.

Limitation on Sale and Lease-Back Transactions. The Company will shall not, and will shall not permit any Restricted Subsidiary of its Significant Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than (x) any such Sale and Lease-Back Transaction involving a lease for a term of not more than three years or (y) any such Sale and Lease-Back Transaction between the Company and one of its Significant Subsidiaries or between its Significant Subsidiaries, unless: (a) the Company or such Restricted Significant Subsidiary, at as applicable, could have incurred Indebtedness secured by a Lien on the time of entering into a Principal Property involved in such Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased Transaction in an amount at least equal to the Attributable Debt in with respect of to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities Notes, pursuant to Section 1.3(1) above3.1 hereof; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased such Sale and Lease-Back Transaction are at least equal to the fair market value of such the affected Principal Property (as determined in good faith by the Company’s Board of DirectorsDirectors of the Company or such Significant Subsidiary, as the case may be) and the Company applies an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered Transaction within 180 365 days of the effective date of such Sale and Lease-Back Transaction to any (or a combination) of: (i) the Trustee for prepayment or retirement of the Notes; (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Indebtedness of the Company or of one of its Significant Subsidiaries (other than Indebtedness that is subordinated to the Notes or Indebtedness owed to the Company or one of its Significant Subsidiaries) that matures more than 12 months after its creation; or (iii) the purchase, construction, development, expansion or improvement of other comparable property. Notwithstanding the foregoing, the Company and cancellation its Significant Subsidiaries may enter into any Sale and Lease-Back Transaction if at the time such Sale and Lease-Back Transaction is incurred and after giving effect to such Sale and Lease-Back Transaction and the retirement of any Sale and Lease-Back Transaction which is concurrently being retired, the sum of (i) the aggregate principal amount of all Indebtedness of the Company and its Significant Subsidiaries secured by Liens that are restricted by, and not otherwise permitted by, the provisions described under Section 3.1 hereof and (ii) the principal aggregate amount of other Funded Indebtedness voluntarily retired Attributable Debt of all of the Company’s Sale and Lease-Back Transactions not otherwise permitted by the Company within such 180-day periodprovisions described under the first sentence of this Section 3.2, excluding retirements does not exceed 15% of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsConsolidated Net Worth.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary toof the Company, enter into any Sale Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and Lease-Back Transaction unless: lease it back for a period longer than three years (ai) if the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled entitled, pursuant to incur Indebtedness secured by Section 10.07, to create a lien Lien on the Principal Property property to be leased securing Debt in an amount at least equal to the Attributable Debt in with respect of such Sale to the sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Outstanding Securities pursuant to Section 1.3(1or (ii) above; or if (bA) the direct or indirect net proceeds of the such sale of the Principal Property to be leased and lease-back transactions are at least equal to the fair value of such Principal Property (as determined by a Board Resolution) of such property and (B) the Company’s Board of Directors) and Company causes an amount equal to the net proceeds from the of such sale of the property or assets so leased is applied, and lease-back transactions to be applied within 180 days of the effective date of such sale and lease-back transaction to any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (bcombination) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days prepayment or retirement of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and Outstanding Securities, (ii) the principal amount prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Funded Indebtedness voluntarily retired by Debt of the Company within or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable property. (b) Notwithstanding Section 10.08(a), the Company or any Restricted Subsidiary of the Company may enter into sale and lease-back transactions in addition to those permitted by Section 10.08(a), and without any obligation to retire any outstanding Debt or to any purchase property or assets; provided, that at the time of entering into such 180sale and lease-day periodback transactions and after giving effect thereto, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or the Attributable Debt with respect to such transaction, together with all Debt outstanding pursuant to mandatory sinking fund or mandatory prepayment provisionsthe second paragraph of Section 10.07, without duplication, does not exceed 15% of Consolidated Net Tangible Assets of the Company.

Limitation on Sale and Lease-Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Offered Securities pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Offered Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Offered Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Offered Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Offered Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. The Company (a) STBV will not, and will not permit any Restricted Subsidiary toof its Subsidiaries, directly or indirectly, to enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to or within 12 months after the Company Issue Date; (2) such transaction was for the sale and leasing back to STBV or a Subsidiary of any Principal Property; (3) such Restricted Subsidiary, at transaction involves a lease of a Principal Property executed by the time of entering into or within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Principal Property; (4) such transaction involves a Sale and Lease-Back Transaction, lease for not more than three years (or which may be terminated by STBV or the applicable Subsidiary within a period of not more than three years); (5) STBV or the applicable Subsidiary would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.12(a); or (b6) STBV or the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement or other repayment or prepayment of long-term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securitiesback transaction; provided that there shall in lieu of applying such amount to such retirement, repayment or prepayment, STBV or any Subsidiary may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause STBV or such Subsidiary. (b) Notwithstanding Section 4.08(a), STBV and its Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greater of (ia) $3,250,000,000, and (b) 3.25 times EBITDA of STBV for the principal amount of Securities delivered within 180 days Measurement Period immediately preceding the closing date of the effective date of such Sale sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The Company will shall not, and will shall not permit any Restricted Subsidiary of its Significant Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than (x) any such Sale and Lease-Back Transaction with respect to (i) the land, improvements, fixtures and three buildings located at 000 Xxxx Xxxxxxx Xxxxxxxxx in Chicago, consisting of a total of approximately 1,500,000 square feet, or (ii) the land, improvements, buildings and fixtures located at Xxx Xxxxx Xxx Xxx, Xxx Xxxx, Xxx Xxxx 00000, (y) any such Sale and Lease-Back Transaction involving a lease for a term of not more than three years or (z) any such Sale and Lease-Back Transaction between the Company and one of its Subsidiaries or between its Subsidiaries, unless: (a) the Company or such Restricted Significant Subsidiary, at as applicable, could have incurred Indebtedness secured by a Lien on the time of entering into a Principal Property involved in such Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased Transaction in an amount at least equal to the Attributable Debt in with respect of to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities Notes, pursuant to Section 1.3(1) above3.1 hereof; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased such Sale and Lease-Back Transaction are at least equal to the fair market value of such the affected Principal Property (as determined in good faith by the Company’s Board of Directors) and the Company applies an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered Transaction within 180 365 days of the effective date of such Sale and Lease-Back Transaction to any (or a combination) of: (i) the Trustee for prepayment or retirement of the Notes, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Indebtedness of the Company or of one of its Subsidiaries (other than Indebtedness that is subordinated to the Notes or Indebtedness owed to the Company or one of its Subsidiaries) that matures more than 12 months after its creation; or (iii) the purchase, construction, development, expansion or improvement of other comparable property. Notwithstanding the foregoing, the Company and cancellation its Significant Subsidiaries shall be allowed to enter into any Sale and Lease-Back Transaction if, after giving pro forma effect to such Sale and Lease-Back Transaction, the sum of (without duplication) (i) the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries secured by Liens (other than Permitted Liens) and (ii) all Attributable Debt in respect of Sale and Lease-Back Transactions not otherwise permitted under the principal amount first sentence of other Funded Indebtedness voluntarily retired by the Company within such 180-day periodthis Section 3.2, excluding retirements does not exceed fifteen percent of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsConsolidated Net Tangible Assets.

Limitation on Sale and Lease-Back Transactions. (a) The Company will notshall not directly or indirectly, and will shall not permit any Restricted Subsidiary of its Subsidiaries directly or indirectly to, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or such Subsidiary within a period of not more than three years); (4) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by a lien on the Principal Property Lien with respect to be leased in an amount at least equal to the Attributable Debt in respect of such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes and the Guarantees pursuant to clauses (1) through (8) of Section 1.3(1) above4.2(a); or (b5) the direct Company or indirect proceeds any Subsidiary of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Company applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets so leased is applied, used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 180 270 days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (orback transaction; provided that, in the case lieu of real property, commencement of the construction) of property or assets or applying such amount to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securitieslong-term indebtedness, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction may deliver Notes to the Trustee for retirement cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.3(a), the Company and cancellation its Subsidiaries may enter into any sale and (ii) lease-back transaction which would otherwise be subject to the principal foregoing restrictions, if after giving effect thereto the aggregate amount of other Funded all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or outstanding pursuant to mandatory sinking fund or mandatory prepayment provisionsSection 4.2(b), does not at the time exceed 10% of the Consolidated Net Assets of the Company.

Limitation on Sale and Lease-Back Transactions. The Company will not, and Borrower will not enter into, or permit any Restricted Subsidiary toof its Subsidiaries to enter into, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into (x) prior to the Effective Date, (y) with respect to any Acquired Entity, prior to the merger or consolidation of the Acquired Entity with the Borrower provided such sale and lease-back transaction was not entered into in contemplation of such transaction, or (z) in the Ordinary Course of Business of the Borrower or any of its Subsidiaries; (ii) such transaction was for the sale and leasing back to the Borrower or any of its Subsidiaries of any property by one of the Borrower’s Subsidiaries; (iii) such transaction was for the sale and leasing back to the Borrower or any of its Subsidiaries of any property by any domestic or foreign Governmental Authority in connection with pollution control, industrial revenue, private activity bonds or similar financing; (iv) the Company aggregate fair value of property sold pursuant to such transactions involving a lease for more than three years that is then outstanding shall not exceed, together with the aggregate principal amount of Indebtedness that is then outstanding and secured by the Liens referred to in Section 5.03(a)(v) above, the greater of (x) $45,000,000 (which shall automatically be increased to $80,000,000 on the Engility Closing Date without any action by any party hereto) and (y) 2.0% of Total Assets; (v) the Borrower or such Restricted Subsidiary, at the time any of entering into a Sale and Lease-Back Transaction, its Subsidiaries would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in attributable Liens with respect of to such Sale sale and Leaselease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) aboveback transaction; or (bvi) the direct Borrower or indirect proceeds any of the sale of the Principal Property to be leased are at least its Subsidiaries applies an amount equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal property sold to the net proceeds from the sale purchase of the property or assets so leased is applied, to the retirement of its long-term Indebtedness within 180 365 days of the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The Company will not, and Issuer will not (nor will the Issuer permit any Restricted Subsidiary of its Subsidiaries to, ) enter into any sale and lease-back transaction for the sale and leasing back of any Principal Property (a “Sale and Lease-Back Transaction back Transaction”), whether now owned or hereafter acquired, of the Issuer or any Subsidiary of the Issuer, unless: (a) such transaction was entered into prior to the Company issue date of the Notes; (b) such transaction involves a lease for less than three years; (c) such transaction involves the sale and leasing back to the Issuer of any Principal Property by one of its Subsidiaries, the sale and leasing back to one of the Issuer’s Subsidiaries by the Issuer or the sale and leasing back to one of the Issuer’s Subsidiaries by another of the Issuer’s Subsidiaries; (d) the Issuer or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by a lien Secured Debt on the Principal Property to be leased in an amount at least equal to the Attributable Debt in Liens with respect to such Sale and Lease-back Transaction without equally and ratably securing the Notes pursuant to Section 4.08; or (e) the Issuer applies an amount equal to the fair market value of the Principal Property sold, within 180 days of such Sale and Lease-Back back Transaction, without equally and ratably securing to any of (or a combination of) (a) the Securities pursuant to Section 1.3(1) above; or prepayment or retirement of the Notes, (b) the direct prepayment or indirect proceeds retirement of Indebtedness for borrowed money of the sale Issuer or a Subsidiary of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement Issuer (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior that is contractually subordinated to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause Notes) or (b) an amount equal to the sum of (ic) the principal amount purchase, construction, development, expansion or improvement of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsPrincipal Property.

Limitation on Sale and Lease-Back Transactions. The (a) Other than as provided in Section 5.2(b) below, neither the Company nor any Subsidiary Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unlessTransaction, unless either: (ai) the Company or such Restricted SubsidiarySubsidiary Guarantor would be entitled, pursuant to the provisions described in clauses (i) through (xii) of Section 5.1(a) above, to create, assume or suffer to exist a Lien on the property to be leased without equally and ratably securing the Notes; or (ii) an amount equal to the greater of the net cash proceeds of such sale or the fair market value of such property (in the good faith opinion of the Board of Directors) is applied within 120 days to the retirement or other discharge of its Funded Debt. (b) Notwithstanding the restrictions set forth in Section 5.1 and Section 5.2 (a), the Company or any Subsidiary Guarantor may enter into Sale and Lease-Back Transactions not otherwise permitted as described above, provided that at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant after giving effect to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of outstanding Indebtedness secured by Liens (inot including Liens permitted under Sections 5.1(a) and 5.1(b) above) plus all Attributable Debt in respect of Sale and Lease-Back Transactions entered into (not including Sale and Lease-Back Transactions permitted under Section 5.2(a) above), measured, in each case, at the principal amount of Securities delivered within 180 days of the effective date of time any such Sale and Lease-Back Transaction is entered into, does not exceed 15% of Consolidated Net Tangible Assets and Liens securing Indebtedness in excess of such amount to the Trustee for retirement and cancellation and extent such Lien is incurred in connection with an extension, renewal, replacement or refinancing of Indebtedness (ii) not to exceed the principal amount of other Funded such extended, renewed, replaced or refinanced Indebtedness voluntarily retired plus fees, expenses and premium payable thereon) secured by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or Lien incurred pursuant to mandatory sinking fund the provisions of this Section 5.2(b) or mandatory prepayment provisionsany previous extension, renewal or replacement or refinancing of any such Indebtedness (which extended, renewed, replaced or refinanced Indebtedness shall, for the avoidance of doubt, thereafter be included in the calculation of such amount), provided that the foregoing shall not apply to any Liens that may at any time secure any of the Existing Senior Notes.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any of its Domestic Restricted Subsidiary toSubsidiaries, to enter into any Sale sale and Leaselease-Back Transaction back transaction with respect to any Principal Property or Collateral, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company or a Domestic Restricted Subsidiary by the Company or any Subsidiary of any Principal Property or Collateral; (3) such transaction involves a lease of Principal Property or Collateral executed by the time of or within 18 months (or in the case of any transaction supported by the credit of an export credit agency, 24 months) after the later of (i) the acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment or (ii) the placing into commercial operation of such Principal Property or Collateral after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Company or the applicable Domestic Restricted Subsidiary within a period of not more than three years); (5) the Company or such the applicable Domestic Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by a lien Lien on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in with respect of to such Sale sale and Leaselease-Back Transaction, without equally and ratably securing the Securities back transaction pursuant to Section 1.3(1) above4.09(a); or (b6) the direct Company or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Domestic Restricted Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of other Principal Property or assets so leased is appliedto the retirement, repurchase or other repayment or prepayment of Notes or other Pari Passu Obligations within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transactionback transaction; provided that in lieu of applying such amount to such retirement, to the purchase repurchase, repayment or acquisition (orprepayment, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated any Domestic Restricted Subsidiary ranking on a parity with or senior may deliver Notes to the Securities; provided that there shall Trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company or such Domestic Restricted Subsidiary. (b) Notwithstanding Section 4.08(a), the Company and its Domestic Restricted Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greatest of (i1) the principal amount $2.50 billion, (2) 15% of Securities delivered within 180 days Consolidated Net Tangible Assets of the effective Company and (3) 1.75 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any Restricted Material Subsidiary to, enter into any Sale and Lease-Back Transaction unless: unless the proceeds of such sale or transfer are at least equal to the fair value (aas determined by the Board of Directors) of the Principal Property to be leased pursuant to such Sale and Lease-Back Transaction and either (i) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Material Subsidiary would be entitled to incur Indebtedness secured by a lien Lien on the such Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of permitted by Section 4.10, (ii) such Sale and Lease-Back TransactionTransaction is entered into between or among the Company and a Subsidiary or between or among Subsidiaries, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (biii) the direct lease in such Sale and Lease-Back Transaction is for a period, including renewal rights, of not in excess of three years, and the Company or indirect proceeds such Material Subsidiary that is a party to such lease intends that its use of the sale of the such Principal Property will be discontinued on or before the expiration of such period, or (iv) the Company covenants that it will apply, or cause such Material Subsidiary to be leased are at least apply, an amount equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets Principal Property so leased is appliedto (1) the retirement (other than any mandatory retirement), within 180 60 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness Debt of the Company or a consolidated of such Material Subsidiary ranking on a parity with or senior (2) the purchase of property that will constitute Principal Property. (b) Notwithstanding the provisions of the preceding paragraph (a), the Company or any Material Subsidiary may enter into any Sale and Lease-Back Transaction which would otherwise be subject to the Securities; provided that there shall be credited to foregoing restrictions if the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date Attributable Debt in respect of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount Transaction, together with all secured Indebtedness of other Funded Indebtedness voluntarily retired by the Company within and its Material Subsidiaries (other than secured Indebtedness of the Company and its Material Subsidiaries permitted in accordance with Section 4.10(a)) and all other Attributable Debt in respect of Sale and Lease-Back Transactions existing at such 180time (other than Sale and Lease-day periodBack Transactions permitted in accordance with Section 4.11(a)), excluding retirements does not at the time exceed 15% of Securities total shareholders’ equity in the Company and other Funded Indebtedness its consolidated Subsidiaries, as a result shown on the audited consolidated balance sheet contained in the latest annual report to shareholders of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsthe Company.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any Restricted Subsidiary toof its Subsidiaries, directly or indirectly, to enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to or within 12 months after the Issue Date; (2) such transaction was for the sale and leasing back to the Company or a Subsidiary of any Principal Property; (3) such transaction involves a lease of a Principal Property executed by the time of or within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Principal Property; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Company or the applicable Subsidiary within a period of not more than three years); (5) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, applicable Subsidiary would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.12(a); or (b6) the direct Company or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement or other repayment or prepayment of long-term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transactionback transaction; provided that in lieu of applying such amount to such retirement, to the purchase repayment or acquisition (orprepayment, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated any Subsidiary ranking on a parity with or senior may deliver Notes to the Securities; provided that there shall trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company or such Subsidiary. (b) Notwithstanding Section 4.08(a), the Company and its Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greater of (ia) the principal amount of Securities delivered within 180 days $1,250,000,000, and (b) 1.75 times EBITDA of the effective Company for the Measurement Period immediately preceding the closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The (a) Neither the Company nor any of its Subsidiaries will not, and will not permit any Restricted Subsidiary to, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the Issue Date; (ii) such transaction was for the sale and leasing back to the Company of any Principal Property by one of its Subsidiaries; (iii) such transaction involves a lease for not more than three years (or which may be terminated by the Company within a period of not more than three years); (iv) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.07; or (bv) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Company applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement of long-term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securitiesback transaction; provided that there shall in lieu of applying such amount to such retirement, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company. (b) an amount equal Notwithstanding Section 4.09(a), the Company and its Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the sum foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed the greater of (i) the principal amount 15% of Securities delivered within 180 days Consolidated Net Worth calculated as of the effective closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and back transaction or (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions$780.0 million.

Limitation on Sale and Lease-Back Transactions. The Company Issuers will not, and will not permit any Restricted Principal Subsidiary to, enter into any Sale and Lease-Back Transaction unless: (a) the Company such Issuer or such Restricted Principal Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Offered Securities pursuant to Section 1.3(1) 5.01 above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (Property, as determined by the Company’s Board of Directors) Directors of the applicable Issuer, and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (acquisition, or, in the case of real property, commencement of the construction) construction of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Offered Securities, or of Funded Indebtedness of the Company an Issuer or a consolidated Subsidiary ranking on a parity with or senior to the Offered Securities; provided provided, that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Offered Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company an Issuer within such 180-day period, excluding retirements of Offered Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any Restricted Material Subsidiary to, enter into any Sale and Lease-Back Transaction unless: unless the proceeds of such sale or transfer are at least equal to the fair value (aas determined by the Board of Directors) of the Principal Property to be leased pursuant to such Sale and Lease-Back Transaction and either (i) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Material Subsidiary would be entitled to incur Indebtedness secured by a lien Lien on the such Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of permitted by Section 3.10, (ii) such Sale and Lease-Back TransactionTransaction is entered into between or among the Company and a Subsidiary or between or among Subsidiaries, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (biii) the direct lease in such Sale and Lease-Back Transaction is for a period, including renewal rights, of not in excess of three years, and the Company or indirect proceeds such Material Subsidiary that is a party to such lease intends that its use of the sale of the such Principal Property will be discontinued on or before the expiration of such period, or (iv) the Company covenants that it will apply, or cause such Material Subsidiary to be leased are at least apply, an amount equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets Principal Property so leased is appliedto (1) the retirement (other than any mandatory retirement), within 180 60 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness Debt of the Company or a consolidated of such Material Subsidiary ranking on a parity with or senior (2) the purchase of property that will constitute Principal Property. (b) Notwithstanding the provisions of the preceding paragraph (a), the Company or any Material Subsidiary may enter into any Sale and Lease-Back Transaction which would otherwise be subject to the Securities; provided that there shall be credited to foregoing restrictions if the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date Attributable Debt in respect of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount Transaction, together with all secured Indebtedness of other Funded Indebtedness voluntarily retired by the Company within and its Material Subsidiaries (other than secured Indebtedness of the Company and its Material Subsidiaries permitted in accordance with Section 3.10(a)) and all other Attributable Debt in respect of Sale and Lease-Back Transactions existing at such 180time (other than Sale and Lease-day periodBack Transactions permitted in accordance with Section 3.11(a)), excluding retirements does not at the time exceed 15% of Securities total shareholders' equity in the Company and other Funded Indebtedness its consolidated Subsidiaries, as a result shown on the audited consolidated balance sheet contained in the latest annual report to shareholders of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsthe Company.

Limitation on Sale and Lease-Back Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale and Lease-Back Sale/Leaseback Transaction unless: with respect to any Principal Property unless (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by create a lien Lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and securing Indebtedness in an amount equal to the net proceeds from Attributable Indebtedness with respect to such Sale/Leaseback Transaction without securing the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or 2025 Notes pursuant to a mandatory sinking fund Section 4 of this Supplemental Indenture or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered Company, within 180 days of six months from the effective date of such Sale and Lease-Back Transaction Sale/Leaseback Transaction, applies to the Trustee for voluntary defeasance or retirement and cancellation and of the 2025 Notes or other Indebtedness ranking pari passu with the 2025 Notes (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsprovisions or by payment at maturity) an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction; provided that the foregoing will not prevent the Company or any Restricted Subsidiary from (x) entering into any Sale/Leaseback Transaction involving a lease with a term of less than three years or (y) entering into any Sale/Leaseback Transaction between a Restricted Subsidiary and the Company or between Restricted Subsidiaries.

Limitation on Sale and Lease-Back Transactions. The Company will not, and nor will not it permit any Restricted Subsidiary of its subsidiaries to, enter into any Sale arrangement with any Person (other than the Company) providing for the leasing by the Company or a subsidiary of any of its properties or assets (except for temporary leases for a term of not more than three (3) years and Lease-Back Transaction unless: (a) except for sales and leases of model homes), which property or asset has been or is to be sold or transferred by the Company or such Restricted Subsidiary, at the time of entering into subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”), unless (a) the net proceeds to the Company or such subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property or asset so leased, (b) the Company or such subsidiary would be entitled to incur Indebtedness secured by a lien Lien on the Principal Property property or asset to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or 3.01, (bc) the direct or indirect proceeds of Company shall, and in any such case the sale of the Principal Property to be leased are at least Company covenants that it will, apply an amount equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) and an amount equal to the net proceeds from the sale of the property or assets asset so leased is appliedto the retirement (other than any mandatory retirement), within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause Company, (bd) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction relates to a sale which occurred within 180 days from the Trustee for retirement and cancellation and (ii) the principal amount date of other Funded Indebtedness voluntarily retired acquisition of such property or asset by the Company within or a subsidiary or the date of the completion of construction or commencement of full operations on such 180-day periodproperty, excluding retirements whichever is later, or (e) such transaction was consummated prior to the date of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsthis Indenture Supplement.

Limitation on Sale and Lease-Back Transactions. The Company will not, and will (a) Each Obligor covenants not permit any Restricted Subsidiary to, to enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the Company closing date of the offering of such series of Securities; (ii) such transaction was for the sale and leasing back to any Obligor of any Property by one of the Issuer’s Subsidiaries; (iii) such transaction was for the sale and leasing back to any Obligor of any Property by any domestic or foreign government agency in connection with pollution control, industrial revenue, private activity bonds or similar financing; (iv) such Restricted Subsidiary, at the time of entering into transaction involves a Sale and Lease-Back Transaction, lease for less than three years; (v) such Obligor would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities pursuant to Section 1.3(14.06(a) above; or (bvi) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least such Obligor applies an amount equal to the fair value of such Principal the Property (as determined by the Company’s Board of Directors) and an amount equal sold to the net proceeds from purchase of Property or to the sale retirement of the property Securities or assets so leased is applied, its other long-term Indebtedness within 180 365 days of the effective date of any such Sale sale and Leaselease-Back Transactionback transaction. In lieu of applying such amount to such retirement, such Obligor may deliver debt securities to the purchase or acquisition (ortrustee therefor for cancellation, in the case of real property, commencement of the construction) of property or assets or such debt securities to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause such Obligor. (b) an amount equal Notwithstanding Section 4.07(a), each Obligor may enter into any sale and lease-back transaction which would otherwise be subject to the sum restrictions set forth in Section 4.07(a) if, after giving effect thereto and at the time of (i) determination, the principal amount Guarantor’s Aggregate Debt does not exceed 15% of Securities delivered within 180 days its Consolidated Net Worth calculated as of the effective closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The Company Company, and Parent on and after the Completion Date, will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: (a) such transaction was entered into prior to the Company Issue Date; (b) the Company, Parent or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above4.06; or (bc) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (bc) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary toof its Subsidiaries, directly or indirectly, to enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to or within 12 months after the Company Issue Date; (2) such transaction was for the sale and leasing back to the Issuer or a Subsidiary of any Principal Property; (3) such Restricted Subsidiary, at transaction involves a lease of a Principal Property executed by the time of entering into or within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Principal Property; (4) such transaction involves a Sale and Lease-Back Transaction, lease for not more than three years (or which may be terminated by the Issuer or the applicable Subsidiary within a period of not more than three years); (5) the Issuer or the applicable Subsidiary would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.12(a); or (b6) the direct Issuer or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement or other repayment or prepayment of long-term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securitiesback transaction; provided that there shall in lieu of applying such amount to such retirement, repayment or prepayment, the Issuer or any Subsidiary may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Issuer or such Subsidiary. (b) Notwithstanding Section 4.08(a), the Issuer and its Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greater of (ia) the principal amount of Securities delivered within 180 days $3,250,000,000, and (b) 3.25 times EBITDA of the effective Issuer for the Measurement Period immediately preceding the closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The Company Guarantor will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to the Guarantor or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Guarantor 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 Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Guarantor or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction unless: (aback Transaction”) unless the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect net proceeds of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) of such property and an amount equal either (a) the Guarantor or such Restricted Subsidiary would be entitled, pursuant to the net proceeds from provisions of (1) clause (a)(i) of paragraph (a) of Section 1006 or (2) paragraph (b) of Section 1006 hereof, to incur Debt secured by a mortgage on the sale of Important Property to be leased without equally and ratably securing the property Securities, or assets so leased is applied(b) the Guarantor shall, and in any such case the Guarantor covenants that it will, within 180 120 days of the effective date of any such Sale and Lease-Back Transactionarrangement, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) apply an amount equal to the sum fair value (as so determined) of such property to the redemption pursuant to Section 1101 hereof or the purchase and retirement of Securities or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Guarantor which ranks senior to or pari passu with the Securities or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (iother than, in either case, funded debt owned by the Guarantor or any Restricted Subsidiary), or (c) the principal amount Guarantor shall, at or prior to the time of Securities delivered within 180 days of entering into the effective date of such Sale and Lease-Back Transaction back Transaction, enter into a bona fide commitment or commitments to expend for the acquisition or improvement of an Important Property an amount at least equal to the Trustee for retirement and cancellation and fair value (iias so determined) of such property. For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the principal amount sole option of other Funded Indebtedness voluntarily retired by the Company within obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsDebt.

Limitation on Sale and Lease-Back Transactions. (a) The Company will notshall not directly or indirectly, and will shall not permit any Restricted Subsidiary of its Subsidiaries directly or indirectly to, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company of any property by one of the Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or such Subsidiary within a period of not more than three years); (4) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by a lien on Lien with respect to such sale and lease-back transaction without securing the Principal Property to be leased in an amount at least equal to Notes and the Attributable Debt in respect of such Sale and Lease-Back Transaction, without Guarantees equally and ratably securing the Securities with (or prior to) such secured Indebtedness pursuant to clauses (1) through (8) of Section 1.3(1) above4.2(a); or (b5) the direct Company or indirect proceeds any Subsidiary of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Company applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets so leased is applied, used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 180 270 days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (orback transaction; provided that, in the case lieu of real property, commencement of the construction) of property or assets or applying such amount to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securitieslong-term indebtedness, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction may deliver Notes to the Trustee for retirement cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.3(a), the Company and cancellation its Subsidiaries may enter into any sale and (ii) lease-back transaction which would otherwise be subject to the principal foregoing restrictions, if after giving effect thereto the aggregate amount of other Funded all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or outstanding pursuant to mandatory sinking fund or mandatory prepayment provisionsSection 4.2(b), does not at the time exceed 10% of the Consolidated Net Assets of the Company.

Limitation on Sale and Lease-Back Transactions. (a) The Company will notnot itself enter into, and will not permit any Restricted Subsidiary toof its Significant Subsidiaries to enter into, enter into any Sale and Lease-Back Transaction unless: (a) arrangement with any Person providing for the leasing by the Company or any of its Significant Subsidiaries, as the case may be, of any Restricted Assets (except a lease for a temporary period not to exceed three years and except for leases between the Company and/or a Significant Subsidiary of the Company and a Subsidiary of the Company) which have been or are to be sold or transferred by the Company or any Significant Subsidiary to such Restricted Subsidiary, at the time of entering into Person (herein referred to as a “Sale and Lease-Back Transaction”) unless, would be entitled after giving effect thereto, the aggregate amount of all Attributable Debt with respect to incur Indebtedness all such Sale and Lease Back Transactions plus all Debt of the Company and its Significant Subsidiaries incurred, assumed or guaranteed and secured by a lien or liens (with the exception of Debt secured by a lien on Restricted Assets that the Principal Property Company and its Significant Subsidiaries would be entitled to be leased in an amount at least equal incur, assume, guarantee or suffer to the Attributable Debt in respect of such Sale and Lease-Back Transaction, exist without equally and ratably securing the Debt due under this Indenture and the Securities pursuant to clause (a) of Section 1.3(13.6) above; does not exceed 10% of Consolidated Net Tangible Assets. This Section 3.7 shall not apply to any Sale and Lease Back Transaction if: (1) the Company at any Significant Subsidiary, as the case may be, would be entitled to incur, assume, guarantee or suffer to exist Debt secured by a lien or liens on the Restricted Assets to be leased without equally and ratably securing the Debt due under this Indenture and the Securities pursuant to clause (a) of Section 3.6, or (b2) the direct Company or indirect proceeds of any Significant Subsidiary, as the case may be, within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of the Principal Property to be leased are at least equal to the fair value of whether such Principal Property (as determined sale or transfer may have been made by the Company’s Board Company or such Significant Subsidiary, applies in the case of Directors) and a sale or transfer for cash, an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (orthereof and, in the case of real propertya sale or transfer otherwise than for cash, commencement an amount equal to the fair value of the constructionRestricted 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), (i) of property or assets or to the retirement (other than at maturity any retirement of Debt owed to the Company or pursuant any Significant Subsidiary or any retirement of Debt subordinated to a mandatory sinking fund or mandatory redemption provisionthe Securities) of Securitiesindebtedness for money borrowed, incurred or assumed by the Company or such Significant Subsidiary which by its terms matures at, or is extendible or renewable at the option of Funded Indebtedness the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Restricted Assets of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause such Significant Subsidiary. (b) an amount equal The Trustee, subject to Sections 6.1 and 6.3, may receive in Opinion of Counsel as conclusive evidence that any transaction complies with the sum provisions of (ithis Section 3.7. The foregoing is not intended to limit the generality of Section 6.3(d) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction or to require the Trustee for retirement and cancellation and (ii) the principal amount to request an Opinion of other Funded Indebtedness voluntarily retired by the Company within Counsel in connection with any such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionstransaction.

Limitation on Sale and Lease-Back Transactions. (a) The Company Parent will not, and nor will not the Parent permit any Restricted Subsidiary to, enter into any Sale arrangement with any Person providing for the leasing by the Parent or any Restricted Subsidiary of any Principal Property, except for (x) temporary leases for terms of not more than three years, (y) leasing arrangements between the Parent and Lease-Back Transaction unless: a Subsidiary or (az) leasing arrangements between Subsidiaries, title to which property has been or is to be sold or transferred by the Company Parent or such Restricted SubsidiarySubsidiary to such Person (such transaction, at the time of entering into a “Sale and Lease-Back Transaction”), unless the proceeds of any such sale are at least equal to the fair value, as determined by the Board of Directors of the Parent, of such property and either: (1) the Parent or such Restricted Subsidiary would be entitled permitted under Section 4.07(a) to incur Indebtedness secured secure Debt by a lien Lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.07; or (b2) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least Parent applies an amount equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal property so leased to the net proceeds from the sale of the property or assets so leased is appliedretirement, within 180 90 days of the effective date of any such Sale and Lease-Back Transaction, of the Issuer’s or the Parent’s long-term indebtedness which ranks senior or equal to the purchase Notes or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement related Guarantee (other than at maturity indebtedness held by the Parent or pursuant to a mandatory sinking fund any of its Subsidiaries). For the avoidance of doubt, Sale and Lease-Back Transactions do not include arrangements with governmental bodies entered into for the purpose of financing the purchase price or mandatory redemption provisionthe cost of constructing or improving the property subject thereto. (b) Notwithstanding the provisions of SecuritiesSection 4.08(a), the Parent or any of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall its Restricted Subsidiaries may enter into any Sale and Lease-Back Transaction which would not be credited to permitted under Section 4.08(a) if the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date Attributable Debt in respect of such Sale and Lease-Back Transaction Transaction, together with: (1) all of the Parent’s Debt and Debt of its Restricted Subsidiaries secured by a Lien on Principal Property or shares of stock of any Restricted Subsidiary and not permitted under Section 4.07(a); and (2) all other Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time (other than Sale and Lease-Back Transactions in which the property involved would have been permitted to have a Lien in accordance with Section 4.07(a) or the proceeds of which have been applied in accordance with Section 4.08(a)(2) to the Trustee for retirement and cancellation and (ii) of long-term indebtedness); does not at the principal amount time exceed 10% of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsConsolidated Net Tangible Assets.

Limitation on Sale and Lease-Back Transactions. The Company will not, and nor will not it permit any Restricted Domestic Subsidiary to, enter into any Sale and Lease-Back Transaction unless: with respect to any Principal Property (aexcept for (1) a transaction providing for a lease for a term, including any renewal thereof, of not more than three years, by the end of which term it is intended that the use of such Principal Property by the lessee will be discontinued, (2) a transaction between the Company and a Domestic Subsidiary or between Domestic Subsidiaries, (3) a transaction between the Company or a Domestic Subsidiary and a joint venture in which the Company or a Domestic Subsidiary has an interest or (4) a transaction between the Company or a Domestic Subsidiary and any other Person primarily for the purpose of financing the acquisition, development or construction of one or more restaurants by one or more franchisees of the Company or of a Domestic Subsidiary), unless either (i) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Domestic Subsidiary would be entitled pursuant to incur Section 1008 to issue, assume or guarantee Indebtedness secured by a lien Lien on the such Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or or (bii) the direct Company or indirect proceeds of the sale of the Principal Property such Domestic Subsidiary shall apply or cause to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, applied within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of after the effective date of such Sale and Lease-Back Transaction Transaction, an amount equal to the Trustee for retirement and cancellation and Net Available Proceeds therefrom to (iiA) the principal amount acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Funded Indebtedness voluntarily retired of the Company or a Domestic Subsidiary (other than such Indebtedness owned by the Company within or a Domestic Subsidiary) which, in the case of such 180-day periodIndebtedness of the Company, excluding retirements is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that any such retirement of Securities shall be in accordance with Article Eleven and any other Funded Indebtedness as terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities. Notwithstanding the foregoing, the Company or any Domestic Subsidiary may enter into a result of conversions or Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1009 to the extent that the Attributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to mandatory sinking fund or mandatory prepayment provisionsthe last paragraph of Section 1008 and the Attributable Value of all other Sale and Lease-Back Transactions permitted by this paragraph, does not exceed 15% of Consolidated Capitalization.

Limitation on Sale and Lease-Back Transactions. The So long as ---------------------------------------------- any Securities are Outstanding, the Company will not, and will shall not permit any Restricted Subsidiary to, enter into or permit to exist, any Sale and Lease-Back Transaction unless: with respect to any Operating Property if, in any case, the commitment by or on behalf of the purchaser is obtained more than eighteen (a18) months after the later of (i) the completion of the acquisition, construction or development of such Operating Property or (ii) the placing in operation of such Operating Property or of such Operating Property as constructed or developed or substantially repaired, altered or improved, unless (x) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled pursuant to incur Indebtedness Section 608(a) to issue, assume, guarantee or permit to exist Debt secured by a lien Lien on the Principal such Operating Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities or (y) the Company would be entitled pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property 608(b), after giving effect to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to incur $1.00 of additional Debt secured by Liens (other than Liens permitted by Section 608(a)) or (z) the purchase Company shall apply or acquisition (orcause to be applied, in the case of real propertya sale or transfer for cash, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum net proceeds thereof (but not in excess of the net book value of such Operating Property at the date of such sale or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value (ias determined by the Board of Directors of the Company) of the principal amount of Securities delivered Operating Property so leased, to the retirement, within 180 one hundred eighty (180) days of after the effective date of such Sale and Lease-Back Transaction Transaction, of Securities (in accordance with their terms) or other Debt of the Company ranking senior to, or equally with, the Securities; provided, however, that the amount to be applied to such retirement of Debt shall be reduced by an amount equal to the Trustee for retirement and cancellation and (ii) principal amount, plus any premium or fee paid in connection with any redemption in accordance with the principal amount terms of other Funded Indebtedness Debt voluntarily retired by the Company within such one hundred eighty (180-) day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or retirement pursuant to mandatory sinking fund or mandatory prepayment provisionsprovisions and payments at Maturity.

Limitation on Sale and Lease-Back Transactions. The Company ---------------------------------------------- Issuer will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: (a) the Company Issuer or such Restricted SubsidiarySubsidiary would, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above3.5; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Issuer's Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is are applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of SecuritiesNotes, or of Funded Indebtedness of the Company Issuer or a consolidated Subsidiary ranking on a parity with or senior to the SecuritiesNotes; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities Notes delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee Holder for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company Issuer within such 180-day period, excluding retirements of Securities Notes and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Consolidated Subsidiaries to, enter into any Sale and Lease-Back Transaction unlessinvolving any Principal Property unless either of the following conditions is met: (a1) after giving effect thereto, the Company or such Restricted Subsidiary, at the time aggregate amount of entering into a all Attributable Debt with respect to Sale and Lease-Back Transaction, would be entitled to incur Indebtedness Transactions plus the aggregate amount of Debt secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, Liens incurred without equally and ratably securing the Securities pursuant to Section 1.3(1) above2.9 would not exceed 10% of the Consolidated Net Tangible Assets of the Company and the Consolidated Subsidiaries; or (b2) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, the Company or such Consolidated Subsidiary applies to (A) the purchase retirement or acquisition prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (or, including that in the case of real propertya revolver or similar arrangement that makes credit available, commencement such commitment is so permanently reduced by such amount), or (B) the purchase of other property that will constitute Principal Property having a fair market value, in the opinion of the construction) Board of property or assets or to the retirement (other than Directors, at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount least equal to the sum of (i) the principal amount of Securities delivered within 180 days fair market value of the effective date of Principal Property leased in such Sale and Lease-Back Transaction to transaction, an amount not less than the Trustee for retirement greater of: (i) the Net Proceeds of the Sale and cancellation and Lease-Back Transaction; and (ii) the principal amount fair market value of other Funded Indebtedness voluntarily retired by the Principal Property so leased at the time of such transaction; (b) The restriction set forth in paragraph (a) above shall not apply to any Sale and Lease-Back Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.10 or in Section 2.9(a) with respect to any such transaction: (1) solely between the Company within such 180and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (2) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi-day governmental agency; or (3) in which the applicable lease is for a period, excluding retirements including renewal rights, of Securities three years or less. This Section 2.10 has been included in this Supplemental Indenture expressly and other Funded Indebtedness as a result solely for the benefit of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsthe Notes.

Limitation on Sale and Lease-Back Transactions. The Company (a) This Section 4.06 shall apply solely from and after consummation of the Merger. Following the Merger, IFF covenants that it will not, and nor will not permit any it allow the Restricted Subsidiary Subsidiaries to, enter into into, any Sale and Lease-Back Transaction unlesswith respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between IFF and one of the Restricted Subsidiaries or between Restricted Subsidiaries, unless at the effective time of such transaction: (a1) IFF or the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled entitled, pursuant to the covenant relating to Limitation on Liens set forth in Section 4.05, without equally and ratably securing the Notes of each series, to incur Indebtedness Debt secured by a lien Lien on the Principal Property to be leased involved in such transaction in an amount at least equal to the Attributable Debt in with respect of to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (b2) IFF or the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is appliedRestricted Subsidiary applies, within 180 days of the effective date of any the Sale and Lease-Back Transaction, an amount equal to the greater of (i) the net proceeds of such sale or (ii) the Attributable Debt with respect to such Sale and Lease-Back Transaction, to either, or a combination of, (x) the purchase prepayment or acquisition (orretirement, in the case other than any mandatory retirement, mandatory prepayment or sinking fund payment or payment at Maturity, of real propertydebt for borrowed money of IFF or a Restricted Subsidiary, commencement of the construction) of property or assets or other than debt subordinate to the retirement (other than at maturity Notes of each series or pursuant debt to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company IFF or a consolidated Subsidiary ranking on a parity with Restricted Subsidiary, that matures more than 12 months after its creation or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (iy) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount purchase, construction or development of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionscomparable property.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will Issuer covenants not permit any Restricted Subsidiary to, to enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the closing date of the offering of such series of Securities; (ii) such transaction was for the sale and leasing back to the Issuer of any Property by one of its Subsidiaries; (iii) such transaction involves a lease for less than three years; (iv) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Issuer would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities pursuant to Section 1.3(13.06(a) above; or (bv) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least Issuer applies an amount equal to the fair value of such Principal the Property (as determined by the Company’s Board of Directors) and an amount equal sold to the net proceeds from purchase of Property or to the sale retirement of the property or assets so leased is applied, its long-term Indebtedness within 180 270 days of the effective date of any such Sale sale and Leaselease-Back Transactionback transaction. In lieu of applying such amount to such retirement, the Issuer may deliver debt securities to the purchase or acquisition (ortrustee therefor for cancellation, in such debt securities to be credited at the case of real property, commencement of the construction) of property or assets or cost thereof to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause Issuer. (b) an amount equal Notwithstanding Section 3.07(a), the Issuer may enter into any sale and lease-back transaction which would otherwise be subject to the sum foregoing restrictions if after giving effect thereto and at the time of (i) the principal amount determination, Aggregate Debt does not exceed 15% of Securities delivered within 180 days Consolidated Net Worth calculated as of the effective closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary toof its Subsidiaries, directly or indirectly, to enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to or within 12 months after the Company Issue Date; (2) such transaction was for the sale and leasing back to the Issuer or a Subsidiary of any Principal Property; (3) such Restricted Subsidiary, at transaction involves a lease of a Principal Property executed by the time of entering into or within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Principal Property; (4) such transaction involves a Sale and Lease-Back Transaction, lease for not more than three years (or which may be terminated by the Issuer or the applicable Subsidiary within a period of not more than three years); (5) the Issuer or the applicable Subsidiary would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.12(a); or (b6) the direct Issuer or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement or other repayment or prepayment of long-term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securitiesback transaction; provided that there shall in lieu of applying such amount to such retirement, repayment or prepayment, the Issuer or any Subsidiary may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Issuer or such Subsidiary. (b) Notwithstanding Section 4.08(a), the Issuer and its Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greater of (ia) the principal amount of Securities delivered within 180 days $3,500,000,000, and (b) 3.50 times EBITDA of the effective Issuer for the Measurement Period immediately preceding the closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The Company will notEnter into, and will not or permit any Restricted Subsidiary toof the Borrower to enter into, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the Effective Date; (ii) such transaction was for the sale and leasing back to the Borrower or any of its Subsidiaries of any property by one of the Borrower’s Subsidiaries; (iii) such transaction was for the sale and leasing back to the Borrower or any of its Subsidiaries of any property by any domestic or foreign government agency in connection with pollution control, industrial revenue, private activity bonds or similar financing; (iv) the Company aggregate fair value of Property sold pursuant to such transactions involving a lease for more than three years that is then outstanding shall not exceed, together with (1) the aggregate principal amount of indebtedness that is then outstanding and secured by the Liens referred to in Section 5.03(b)(v) above and (2) the aggregate principal amount of the outstanding Indebtedness permitted under Section 5.03(g)(iv) below, the greater of (x) $35,000,000 and (y) 7.5% of Net Worth; (v) the Borrower or such Restricted Subsidiary, at the time any of entering into a Sale and Lease-Back Transaction, its Subsidiaries would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in attributable Liens with respect of to such Sale sale and Leaselease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) aboveback transaction; or (bvi) the direct Borrower or indirect proceeds any of the sale of the Principal Property to be leased are at least its Subsidiaries applies an amount equal to the fair value of such Principal the Property (as determined by the Company’s Board of Directors) and an amount equal sold to the net proceeds from purchase of Property or to the sale retirement of the property or assets so leased is applied, its long-term Indebtedness within 180 365 days of the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The Company Issuer will not, and nor will not it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: arrangement with any Person providing for the leasing by the Issuer or a Restricted Subsidiary as lessee of any Principal Property (a) except for temporary leases for a term of not more than three years), which property has been or is to be sold or transferred by the Company Issuer or such Restricted Subsidiary, at the time of entering into Subsidiary to such person (herein referred to as a "Sale and Lease-Back Transaction"), unless (i) the Issuer or such Restricted Subsidiary would be entitled to incur Indebtedness Debt secured by a lien Mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in respect without violation of such Sale Section 3.09 and Lease-Back Transaction, without equally and ratably securing the Securities pursuant of each series or (ii) the Issuer shall, and in any such case the Issuer covenants that it will, apply an amount equal to Section 1.3(1the greater of (a) above; or the proceeds of such sale or transfer or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is appliedto the defeasance or retirement (other than any mandatory retirement), within 180 120 days of the effective date of any such Sale and Lease-Back Transactionarrangement, of Senior Funded Indebtedness; provided, however, that the amount to be so applied to the purchase defeasance or acquisition (or, in the case retirement of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of such Senior Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior will be reduced by an amount (not previously used to the Securities; provided that there shall be credited to reduce the amount of net worth proceeds required to be applied pursuant to this clause (bsuch defeasance or retirement) an amount equal to the sum lesser of (ix) the principal amount expended by the Issuer since the date of Securities delivered this Indenture and within 180 days of twelve months prior to the effective date of any such Sale and Lease-Back Transaction to arrangement or within 120 days thereafter for the Trustee for retirement and cancellation and acquisition by it of unencumbered Principal Properties or (iiy) the principal amount of other Funded Indebtedness voluntarily retired fair value (as determined by the Company within Board of Directors) of unencumbered Principal Properties so acquired by the Issuer during such 180twelve-month period and 120-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. The Company will not, covenants and will not permit agrees that neither it nor any Restricted Domestic Subsidiary to, will enter into any arrangement with any Person, or to which any Person is a party, providing for the leasing to the Company or a Restricted Domestic Subsidiary for a period of more than three years of any Restricted Property which has been or is to be sold or transferred by the Company or such Restricted Domestic Subsidiary to such Person or to any other Person to which funds have been or are to be advanced by such Person on the security of the leased property (in this Article Twelve called “Sale and Lease-Back Transaction unlessTransaction”) unless either: (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Domestic Subsidiary would be entitled entitled, pursuant to the provisions of Section 12.06, to incur Indebtedness secured by Debt in a lien on the Principal Property to be leased in an principal amount at least equal to or exceeding the Attributable Debt in respect Value of such Sale and Lease-Back Transaction, secured by Mortgage on the property to be leased, without equally and ratably securing the all series of Debt Securities pursuant with respect to Section 1.3(1) above; which such property is Restricted Property, or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property Company (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of in any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company covenants and agrees that it will do so) during or a consolidated Subsidiary ranking on a parity with or senior to immediately after the Securities; provided that there shall be credited to the amount expiration of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of four months after the effective date of such Sale and Lease-Back Transaction (whether made by the Company or a Restricted Domestic Subsidiary) applies to the voluntary retirement of Funded Debt of the Company (including Debt Securities) an amount equal to the Value of such Sale and Lease-Back Transaction, less the principal amount of Debt Securities delivered, within four months after the effective date of such arrangement, to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness Debt voluntarily retired by the Company within such 180-day four month period, excluding retirements of Debt Securities and other Funded Indebtedness Debt as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsprovisions or by payment at maturity. For purposes of Section 12.06 and this Section 12.07, the term “Value” shall mean, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (1) the net proceeds of the sale or transfer of the property leased pursuant to such Sale and Lease-Back Transaction or (2) the fair value in the opinion of the Board of Directors of such property at the time of entering into such Sale and Lease-Back Transaction, in either case divided first by the number of full years of the term of the lease and then multiplied by the number of full years of such term remaining at the time of determination, without regard to any renewal or extension options contained in the lease.

Limitation on Sale and Lease-Back Transactions. The Company will not, and nor will not it permit any Restricted Subsidiary to, 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: 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 such property and either (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 1006 or (2) paragraph (b) of Section 1006 hereof, to incur Indebtedness Debt secured by a lien mortgage on the Principal Important Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or Securities, or (b) the direct or indirect proceeds of Company shall, and in any such case the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is appliedCompany covenants that it will, within 180 120 days of the effective date of any such Sale and Lease-Back Transactionarrangement, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) apply an amount equal to the sum fair value (as so determined) of such property to the redemption pursuant to Section 1101 hereof or the purchase and retirement of Securities 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 Securities or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (iother than, in either case, funded debt owned by the Company or any Restricted Subsidiary), or (c) the principal amount Company shall, at or prior to the time of Securities delivered within 180 days of entering into the effective date of such Sale and Lease-Back Transaction back Transaction, enter into a bona fide commitment or commitments to expend for the acquisition or improvement of an Important Property an amount at least equal to the Trustee for retirement and cancellation and fair value (iias so determined) of such property. For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the principal amount sole option of other Funded Indebtedness voluntarily retired by the Company within obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsDebt.

Limitation on Sale and Lease-Back Transactions. The (a) Other than as provided in Section 5.2(b) below, neither the Company nor any Subsidiary Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unlessTransaction, unless either: (ai) the Company or such Restricted SubsidiarySubsidiary Guarantor would be entitled, pursuant to the provisions described in clauses (i) through (xii) of Section 5.1(a) above, to create, assume or suffer to exist a Lien on the property to be leased without equally and ratably securing the Notes; (ii) such Sale and Lease-Back Transaction is executed at the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the applicable Principal Property; (iii) an amount equal to the net cash proceeds of such sale is applied within 180 days to the retirement, discharge, repurchase, repayment or prepayment of its Funded Debt; or (iv) an amount equal to the net cash proceeds of such sale is applied within 180 days to the purchase, construction, development, expansion or improvement of other property. (b) Notwithstanding the restrictions set forth in Section 5.1 and Section 5.2 (a), the Company or any Subsidiary Guarantor may enter into Sale and Lease-Back Transactions not otherwise permitted as described above, provided that at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant after giving effect to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of outstanding Indebtedness secured by Liens (inot including Liens permitted under Sections 5.1(a) and 5.1(b) above) plus all Attributable Debt in respect of Sale and Lease-Back Transactions entered into (not including Sale and Lease-Back Transactions permitted under Section 5.2(a) above), measured, in each case, at the principal amount of Securities delivered within 180 days of the effective date of time any such Sale and Lease-Back Transaction is entered into, does not exceed 15% of Consolidated Net Tangible Assets and Liens securing Indebtedness in excess of such amount to the Trustee for retirement and cancellation and extent such Lien is incurred in connection with an extension, renewal, replacement or refinancing of Indebtedness (ii) not to exceed the principal amount of other Funded such extended, renewed, replaced or refinanced Indebtedness voluntarily retired plus fees, expenses and premium payable thereon) secured by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or Lien incurred pursuant to mandatory sinking fund the provisions of this Section 5.2(b) or mandatory prepayment provisionsany previous extension, renewal or replacement or refinancing of any such Indebtedness (which extended, renewed, replaced or refinanced Indebtedness shall, for the avoidance of doubt, thereafter be included in the calculation of such amount), provided that the foregoing shall not apply to any Liens that may at any time secure any of the Existing Senior Notes.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any of its Domestic Restricted Subsidiary toSubsidiaries, to enter into any Sale transaction for the sale and Lease-Back Transaction leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company or a Domestic Restricted Subsidiary of any Principal Property; (3) such transaction involves a lease of a Principal Property executed by the time of or within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Principal Property; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Company or the applicable Domestic Restricted Subsidiary within a period of not more than three years); (5) the Company or such the applicable Domestic Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.09(a); or (b6) the direct Company or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Domestic Restricted Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of other Principal Property or assets so leased is appliedto the retirement, repurchase or other repayment or prepayment of long-term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transactionback transaction; provided that in lieu of applying such amount to such retirement, to the purchase repurchase, repayment or acquisition (orprepayment, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated any Domestic Restricted Subsidiary ranking on a parity with or senior may deliver Notes to the Securities; provided that there shall Trustee for cancellation, such Notes to be credited at the cost thereof to the amount Company or such Domestic Restricted Subsidiary. For the avoidance of net worth proceeds doubt, any transaction that is required to be applied pursuant accounted for as a sale and lease-back transaction in accordance with GAAP shall not be deemed to be a sale and lease-back transaction subject to the foregoing restrictions in this clause Section 4.08(a) unless such transaction involves an actual transfer of Principal Property. (b) Notwithstanding Section 4.08(a), the Company and its Domestic Restricted Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greater of (ia) the principal amount of Securities delivered within 180 days $2,100,000,000, and (b) 3.0 times Consolidated EBITDA of the effective Company for the Measurement Period immediately preceding the closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any Restricted Subsidiary toof its Subsidiaries, directly or indirectly, to enter into any Sale sale and Lease-Back Transaction leaseback transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to or within 12 months of the Issue Date; (2) such transaction was for the sale and leasing back to the Company or a Subsidiary of any Principal Property; (3) such transaction involves a lease of a Principal Property executed by the time of or within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Principal Property; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Company or the applicable Subsidiary within a period of not more than three years); (5) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, applicable Subsidiary would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Lease-Back Transaction, leaseback transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.12(a); or (b6) the direct Company or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement or other repayment or prepayment of long-term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Lease-Back Transactionleaseback transaction; provided that in lieu of applying such amount to such retirement, to the purchase repayment or acquisition (orprepayment, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated any Subsidiary ranking on a parity with or senior may deliver Notes to the Securities; provided that there shall trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company or such Subsidiary. (b) Notwithstanding Section 4.08(a), the Company and its Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greater of (ia) the principal amount of Securities delivered within 180 days $1,250,000,000, and (b) 1.75 times EBITDA of the effective Company for the Measurement Period immediately preceding the closing date of such Sale the sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsleaseback transaction.

Limitation on Sale and Lease-Back Transactions. The (a) With respect to the Securities of each series, the Company covenants that neither the Company nor any Wholly Owned Subsidiary will not, and will not permit any Restricted Subsidiary to, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the date of initial issuance of the Securities of such series; (ii) such transaction was for the sale and leasing back to the Company of any Principal Property by one of its Subsidiaries; (iii) such transaction involves a lease for not more than three years (or which may be terminated by the Company within a period of not more than three years); (iv) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities of such series pursuant to Section 1.3(1) above3.09(a); or (bv) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Company applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement of long-term Indebtedness within 180 365 days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securitiesback transaction; provided that there shall in lieu of applying such amount to such retirement, the Company may deliver debt securities to the Trustee for cancellation, such debt securities to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company. (b) an amount equal Notwithstanding Section 3.10(a), the Company and any Wholly Owned Subsidiary may enter into any sale lease-back transaction which would otherwise be subject to the sum foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed the greater of (i) the principal amount 15% of Securities delivered within 180 days Consolidated Net Worth calculated as of the effective closing date of such Sale and Leasethe sale-Back Transaction to the Trustee for retirement and cancellation and leaseback transaction or (ii) 15% of Consolidated Net Worth calculated as of the principal amount date of other Funded Indebtedness voluntarily retired by initial issuance of the Company within Securities of such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.series;

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any of its Domestic Restricted Subsidiary toSubsidiaries, to enter into any Sale sale and Leaselease-Back Transaction back transaction with respect to any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company or a Domestic Restricted Subsidiary by the Company or any Subsidiary of any Principal Property; (3) such transaction involves a lease of a Principal Property executed by the time of or within 18 months (or in the case of any transaction supported by the credit of an export credit agency, 24 months) after the later of (i) the acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment or (ii) the placing into commercial operation of such Principal Property after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Company or the applicable Domestic Restricted Subsidiary within a period of not more than three years); (5) the Company or such the applicable Domestic Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by a lien Lien on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.09(a); or (b6) the direct Company or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Domestic Restricted Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of other Principal Property or assets so leased is appliedto the retirement, repurchase or other repayment or prepayment of Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transactionback transaction; provided that in lieu of applying such amount to such retirement, to the purchase repurchase, repayment or acquisition (orprepayment, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated any Domestic Restricted Subsidiary ranking on a parity with or senior may deliver Notes to the Securities; provided that there shall trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company or such Domestic Restricted Subsidiary. (b) Notwithstanding Section 4.08(a), the Company and its Domestic Restricted Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greatest of (i1) the principal amount $2.50 billion, (2) 15% of Securities delivered within 180 days Consolidated Net Tangible Assets of the effective Company and (3) 1.75 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The Company will notshall not directly or indirectly, and will shall not permit any of its Restricted Subsidiary Subsidiaries directly or indirectly to, enter into any Sale lease longer than three years covering any property, whether now owned or hereafter acquired, of the Company or of any of its Restricted Subsidiaries that is sold to any other Person in connection with such lease, unless immediately after the consummation of the sale and Lease-Back Transaction unlessleaseback transaction either: (a) the sum of all Attributable Debt payable under leases entered into by the Company or such and its Restricted SubsidiarySubsidiaries pursuant to this Section 4.3(a) and the aggregate amount of all Secured Indebtedness then outstanding, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur excluding Secured Indebtedness which is secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect same extent as the Notes or that is being repaid concurrently, does not exceed 15% of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) aboveConsolidated Net Tangible Assets; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered net proceeds received in connection with such sale is used within 180 days to retire or redeem Indebtedness of the effective date Company (including the Notes) or the Restricted Subsidiaries, the proceeds are at least equal to the fair market value of the property sold and the Trustee is informed of the transaction; provided, further that, in lieu of applying all of or any part of such Sale and Lease-Back Transaction net proceeds to such retirement, the Company may, within 180 days after such sale, cancel or deliver or cause to be delivered to the Trustee applicable trustee for retirement cancellation either debentures or notes evidencing Indebtedness of the Company (which may include the Notes) or of a Restricted Subsidiary previously issued or authenticated and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired delivered by the Company within such 180-day periodapplicable trustee, excluding retirements of Securities and other Funded Indebtedness as not theretofore tendered for sinking fund purposes or called for a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsotherwise applied as a credit against an obligation to redeem or retire such notes or debentures, and an Officers’ Certificate (which shall be delivered to the Trustee) stating that the Company elects to deliver or cause to be delivered such debentures or notes in lieu of retiring Indebtedness as hereinabove provided.

Limitation on Sale and Lease-Back Transactions. The (a) Neither the Company nor any of its wholly-owned subsidiaries will not, and will not permit any Restricted Subsidiary to, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the date hereof; (ii) such transaction was for the sale and leasing back to the Company of any Principal Property by one of its Subsidiaries; (iii) such transaction involves a lease for not more than three years (or which may be terminated by the Company within a period of not more than three years); (iv) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above3.09(a); or (bv) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Company applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement of long-term Indebtedness within 180 365 days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securitiesback transaction; provided that there shall in lieu of applying such amount to such retirement, the Company may deliver debt securities to the Trustee for cancellation, such debt securities to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company. (b) an amount equal Notwithstanding Section 3.10(a), the Company and its wholly-owned subsidiaries may enter into any sale lease-back transaction which would otherwise be subject to the sum foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed the greater of (i) the principal amount 15% of Securities delivered within 180 days Consolidated Net Worth calculated as of the effective closing date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and sale- leaseback transaction or (ii) 15% of Consolidated Net Worth calculated as of the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.date hereof;

Limitation on Sale and Lease-Back Transactions. The Company Issuer will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: (a) the Company Issuer or such Restricted SubsidiarySubsidiary would, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above3.9; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Issuer's Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is are applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company Issuer or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company Issuer within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. The Company will not, and nor will not it permit any Restricted Principal Subsidiary to, enter into any Sale and Lease-Back Transaction unless: with respect to any Principal Property (aexcept for (x) a transaction providing for a lease for a term, including any renewal thereof, of not more than three years, by the end of which term it is intended that the use of such Principal Property by the lessee will be discontinued, (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, and (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest), unless either (i) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Principal Subsidiary would be entitled pursuant to incur Section 1008 to issue, assume or guarantee Indebtedness secured by a lien Lien on the such Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or or (bii) the direct Company or indirect proceeds of the sale of the such Principal Property Subsidiary shall apply or cause to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, applied within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of after the effective date of such Sale and Lease-Back Transaction Transaction, an amount equal to the Trustee for retirement and cancellation and Net Available Proceeds therefrom to (iiA) the principal amount acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Funded Indebtedness voluntarily retired of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company within or a Principal Subsidiary) which, in the case of such 180-day periodIndebtedness of the Company, excluding retirements is not subordinate and junior in right of payment to the prior payment of the Securities, provided, however, that any such retirement of Securities shall be in accordance with Article Eleven and any other Funded Indebtedness as terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities. Notwithstanding the foregoing, the Company or any Principal Subsidiary may enter into a result of conversions or Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1009 to the extent that the Attributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to mandatory sinking fund or mandatory prepayment provisionsthe last paragraph of Section 1008 and the Attributable Value of all other Sale and Lease-Back Transactions permitted by this paragraph, does not exceed 10% of Consolidated Net Tangible Assets of the Company.

Limitation on Sale and Lease-Back Transactions. The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, enter into any arrangement with any Person providing for the leasing by the Company or a Subsidiary of the Company of any Principal Property, acquired or placed into service more than 180 days prior to such arrangement (except for leases of three years or less), whereby such property has been or is to be sold or transferred by the Company or any Subsidiary of the Company to such Person (herein referred to as a "Sale and Lease-Back Transaction Transaction"), unless: (a) the Company or such Restricted Subsidiaryany Subsidiary of the Company would, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, transaction without equally and ratably securing the Securities pursuant to Section 1.3(1) above3.5; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Company shall covenant that it will apply an amount equal to the net proceeds from the sale of the property or assets Principal Property so leased is applied, to the retirement (other than any mandatory retirement) of its Funded Indebtedness within 180 90 days of the effective date of any such Sale and Lease-Back Transaction, provided that the amount to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or be applied to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of reduced by (i) the principal amount of any Securities delivered by the Company to the Trustee within 180 90 days of the effective date of after such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation cancellation, and (ii) the principal amount of Funded Indebtedness, other Funded Indebtedness than Securities, voluntarily retired by the Company within 90 days following such 180Sale and Lease-day periodBack Transaction, excluding retirements provided, further, the covenant contained in this Section 3.6 shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section 3.6, Attributable Debt with respect to any Sale and Lease-Back Transaction if: (1) such Sale and Lease-Back Transaction is entered into in connection with transactions which are part of Securities an industrial development or pollution control financing or, (2) the only parties involved in such Sale and other Funded Indebtedness as a result Lease-Back Transaction are the Company and/or any of conversions or pursuant its Subsidiaries. Notwithstanding the foregoing, the Company and its Subsidiaries may enter into, create, assume and suffer to mandatory sinking fund or mandatory prepayment provisionsexist Sale and Lease-Back Transactions, not otherwise permitted hereby, if at the time of, and after giving effect to, such Sale and Lease-Back Transaction, the total consolidated Attributable Debt of the Company and its Subsidiaries does not exceed 5% of Consolidated Net Tangible Assets.

Limitation on Sale and Lease-Back Transactions. The Company Venator will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale and Lease-back Transaction with respect to any of their Principal Properties unless: (1) Venator or such Subsidiary would be entitled under the provisions described in clauses (1) through (9) of Section 4.06(b) to create, issue, assume or guarantee indebtedness secured by a Mortgage on the property to be leased without having to equally and ratably secure the Notes; (2) Venator or any of its Restricted Subsidiaries applies an amount equal to the amount of the net cash proceeds from the sale of the Principal Property sold in such Sale and Lease-Back Transaction unless:within 365 days after the consummation thereof to make non-mandatory prepayments on long-term indebtedness, retire long-term indebtedness or acquire, construct or improve a manufacturing plant or facility or other assets that are used or useful in their business; or (3) the sum of (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt of Venator and its Restricted Subsidiaries in respect of such Sale and Lease-Back Transaction, without equally Transaction and ratably securing all other Sale and Lease-Back Transactions entered into after the Securities Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted pursuant to Section 1.3(1clauses (1) above; oror (2) of this sentence), plus (b) the direct aggregate principal amount (without duplication) of (i) indebtedness secured by Mortgages then outstanding (not including any such indebtedness secured by Mortgages described in clauses (1) through (9) of Section 4.06(b)) that do not equally and ratably secure the Notes (or indirect proceeds secure Notes on a basis that is prior to other indebtedness secured thereby) and (ii) Non-Guarantor Subsidiary Debt (not including any such Non-Guarantor Subsidiary Debt described in clauses (1) through (7) of Section 4.07(b)) would not exceed 15% of the sale Consolidated Net Tangible Assets of Venator as of the Principal Property to be leased are at least equal to the fair value date of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date consummation of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied Transaction pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions3).

Limitation on Sale and Lease-Back Transactions. The Company will Parent Guarantor shall not, and will shall not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such Sale and Lease-Back Transaction involving a lease for a term of not more than three years or any such Sale and Lease-Back Transaction between the Parent Guarantor and one of the Restricted Subsidiaries or between the Restricted Subsidiaries, unless: (a) the Company Parent Guarantor or such Restricted Subsidiary, at Subsidiary would be entitled to incur Debt secured by a Lien on the time of entering into a Principal Property involved in such Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount Transaction at least equal in amount to the Attributable Debt in with respect of to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities Notes, pursuant to Section 1.3(1) above4.2 hereof; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased such Sale and Lease-Back Transaction are at least equal to the fair market value of such the affected Principal Property (as determined in good faith by the CompanyParent Guarantor’s Board of Directors) and the Parent Guarantor or such Restricted Subsidiary applies an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered Transaction within 180 days of the effective date 12 months of such Sale and Lease-Back Transaction to any (or a combination) of: (i) the Trustee for prepayment or retirement and cancellation and of the Notes; (ii) the principal amount prepayment, retirement or defeasance (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Funded Indebtedness voluntarily retired by Debt of the Company within Parent Guarantor or of one of the Restricted Subsidiaries (other than Debt that is subordinated to the Notes or Debt owed to the Parent Guarantor or one of the Restricted Subsidiaries) that matures more than 12 months after its creation; or (iii) the acquisition, construction, alteration, development, expansion, improvement or repair of other property used or to be used in the ordinary course of business of the Parent Guarantor or a Restricted Subsidiary; provided, that for purposes of this clause (b)(iii), any amounts expended to acquire, construct, alter, develop, expand, improve or repair such 180other property during the six months preceding such Sale and Lease-day period, excluding retirements of Securities and other Funded Indebtedness Back Transaction may also be applied as a result of conversions or credit against the net proceeds from the Sale and Lease-Back Transaction. Notwithstanding the restrictions in the preceding paragraph, the Parent Guarantor and the Restricted Subsidiaries shall be permitted to enter into Sale and Lease-Back Transactions otherwise prohibited by Section 4.3, which, together with all Debt outstanding pursuant to mandatory sinking fund or mandatory prepayment provisionsthe second paragraph of Section 4.2, do not exceed 15% of Consolidated Net Tangible Assets measured at the closing date of the Sale and Lease-Back Transaction.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any Restricted Material Subsidiary to, enter into any Sale and Lease-Back Transaction unless: unless the proceeds of such sale or transfer are at least equal to the fair value (aas determined by the Board of Directors) of the Principal Property to be leased pursuant to such Sale and Lease-Back Transaction and either (i) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Material Subsidiary would be entitled to incur Indebtedness secured by a lien Lien on the such Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of permitted by Section 4.10, (ii) such Sale and Lease-Back TransactionTransaction is entered into between or among the Company and a Subsidiary or between or among Subsidiaries, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (biii) the direct lease in such Sale and Lease-Back Transaction is for a period, including renewal rights, of not in excess of three years, and the Company or indirect proceeds such Material Subsidiary that is a party to such lease intends that its use of the sale of the such Principal Property will be discontinued on or before the expiration of such period, or (iv) the Company covenants that it will apply, or cause such Material Subsidiary to be leased are at least apply, an amount equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets Principal Property so leased is appliedto (1) the retirement (other than any mandatory retirement), within 180 60 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness Debt of the Company or a consolidated of such Material Subsidiary ranking on a parity with or senior (2) the purchase of property that will constitute Principal Property. (b) Notwithstanding the provisions of the preceding paragraph (a), the Company or any Material Subsidiary may enter into any Sale and Lease-Back Transaction which would otherwise be subject to the Securities; provided that there shall be credited to foregoing restrictions if the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date Attributable Debt in respect of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount Transaction, together with all secured Indebtedness of other Funded Indebtedness voluntarily retired by the Company within and its Material Subsidiaries (other than secured Indebtedness of the Company and its Material Subsidiaries permitted in accordance with Section 4.10(a)) and all other Attributable Debt in respect of Sale and Lease-Back Transactions existing at such 180time (other than Sale and Lease-day periodBack Transactions permitted in accordance with Section 4.11(a)), excluding retirements does not at the time exceed 15% of Securities total shareholders' equity in the Company and other Funded Indebtedness its consolidated Subsidiaries, as a result shown on the audited consolidated balance sheet contained in the latest annual report to shareholders of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsthe Company.

Limitation on Sale and Lease-Back Transactions. The Company will not, and Broadcom Parent will not (nor will Broadcom Parent permit any Restricted Subsidiary of its Subsidiaries to, ) enter into any sale and lease-back transaction for the sale and leasing back of any Principal Property (a “Sale and Lease-Back Transaction back Transaction”), whether now owned or hereafter acquired, of Broadcom Parent or any Subsidiary of Broadcom Parent, unless: (a) such transaction was entered into prior to the Company issue date of the Notes; (b) such transaction involves a lease for less than three years; (c) such transaction involves the sale and leasing back to Broadcom Parent of any Principal Property by one of its Subsidiaries, the sale and leasing back to one of Broadcom Parent’s Subsidiaries by Broadcom Parent or the sale and leasing back to one of Broadcom Parent’s Subsidiaries by another of Broadcom Parent’s Subsidiaries; (d) Broadcom Parent or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by a lien Secured Debt on the Principal Property to be leased in an amount at least equal to the Attributable Debt in Liens with respect to such Sale and Lease-back Transaction without equally and ratably securing the Notes pursuant to Section 4.08; or (e) Broadcom Parent applies an amount equal to the fair market value of the Principal Property sold, within 180 days of such Sale and Lease-Back back Transaction, without equally and ratably securing to any of (or a combination of) (a) the Securities pursuant to Section 1.3(1) above; or prepayment or retirement of the Notes, (b) the direct prepayment or indirect proceeds retirement of the sale Indebtedness for borrowed money of the Principal Property to be leased are at least equal to the fair value Broadcom Parent or a Subsidiary of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement Broadcom Parent (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior that is contractually subordinated to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause Notes) or (b) an amount equal to the sum of (ic) the principal amount purchase, construction, development, expansion or improvement of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsPrincipal Property.

Limitation on Sale and Lease-Back Transactions. The (a) Neither the Company nor any of its Subsidiaries will not, and will not permit any Restricted Subsidiary to, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the Issue Date; (ii) such transaction was for the sale and leasing back to the Company of any Principal Property by one of its Subsidiaries; (iii) such transaction involves a lease for not more than three years (or which may be terminated by the Company within a period of not more than three years); (iv) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes, pursuant to Section 1.3(1) above4.07(a); or (bv) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Company applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement of long-term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securitiesback transaction; provided that there shall in lieu of applying such amount to such retirement, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company. (b) an amount equal Notwithstanding Section 4.09(a), the Company and its Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the sum foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed the greater of (i) the principal amount 15% of Securities delivered within 180 days Consolidated Net Worth calculated as of the effective closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and back transaction or (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions$780.0 million.

Limitation on Sale and Lease-Back Transactions. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale and Lease-back Transaction with respect to any of their Principal Properties unless: (1) the Company or such Subsidiary would be entitled under the provisions described in clauses (1) through (9) of Section 4.06(b) to create, issue, assume or guarantee indebtedness secured by a Mortgage on the property to be leased without having to equally and ratably secure the Notes; (2) the Company or any of its Restricted Subsidiaries applies an amount equal to the amount of the net cash proceeds from the sale of the Principal Property sold in such Sale and Lease-Back Transaction unless:within 365 days after the consummation thereof to make non-mandatory prepayments on long-term indebtedness, retire long-term indebtedness or acquire, construct or improve a manufacturing plant or facility or other assets that are used or useful in their business; or (3) the sum of (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Lease-Back Transaction, without equally Transaction and ratably securing all other Sale and Lease-Back Transactions entered into after the Securities Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted pursuant to Section 1.3(1clauses (1) above; oror (2) of this sentence), plus (b) the direct aggregate principal amount (without duplication) of (i) indebtedness secured by Mortgages then outstanding (not including any such indebtedness secured by Mortgages described in clauses (1) through (9) of 4.06(b)) that do not equally and ratably secure the Notes (or indirect proceeds secure Notes on a basis that is prior to other indebtedness secured thereby) and (ii) Non-Guarantor Subsidiary Debt (not including any such Non-Guarantor Subsidiary Debt described in clauses (1) through (7) of Section 4.07(b) would not exceed 15% of the sale Consolidated Net Tangible Assets of the Principal Property to be leased are at least equal to the fair value of such Principal Property (Company as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days date of the effective date consummation of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied Transaction pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions3).

Limitation on Sale and Lease-Back Transactions. The Company will not(a) With respect to each series of Securities, and the Issuer will not permit any Restricted Subsidiary to, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to the issuance of such series of Securities; (2) such transaction was for the sale and leasing back to the Issuer or any of its Subsidiaries of any Principal Property by the Issuer or one of its Subsidiaries; (3) such transaction involves a lease for less than three years; (4) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Issuer would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the such series of Securities pursuant to clause (a) of Section 1.3(1) 3.06 above; or (b5) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least Issuer applies an amount equal to the fair value of such the Principal Property (as determined by the Company’s Board of Directors) and an amount equal sold to the net proceeds from purchase of Property or to the sale retirement of the property or assets so leased is applied, its long-term Indebtedness within 180 365 days of the effective date of any such Sale sale and Leaselease-Back Transactionback transaction. In lieu of applying such amount to such retirement, the Issuer may deliver debt securities to the purchase or acquisition (orTrustee under the applicable indenture therefor for cancellation, in such debt securities to be credited at the case of real property, commencement of the construction) of property or assets or cost thereof to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause Issuer. (b) an amount equal Notwithstanding the foregoing, the Issuer may enter into any sale and lease-back transaction which would otherwise be subject to the sum foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed the greater of (i) the principal amount 15% of Securities delivered within 180 days Consolidated Net Worth calculated as of the effective closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation back transaction and (ii) 15% of Consolidated Net Worth calculated as of the principal amount date of other Funded Indebtedness voluntarily retired by the Company within issuance of such 180-day period, excluding retirements series of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsSecurities.

Limitation on Sale and Lease-Back Transactions. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale and Lease-back Transaction with respect to any of their Principal Properties unless: (1) the Company or such Subsidiary would be entitled under the provisions described in clauses (1) through (9) of Section 4.06(b) to create, issue, assume or guarantee indebtedness secured by a Mortgage on the property to be leased without having to equally and ratably secure the Notes; (2) the Company or any of its Restricted Subsidiaries applies an amount equal to the amount of the net cash proceeds from the sale of the Principal Property sold in such Sale and Lease-Back Transaction unless:within 365 days after the consummation thereof to make non-mandatory prepayments on long-term indebtedness, retire long-term indebtedness or acquire, construct or improve a manufacturing plant or facility or other assets that are used or useful in their business; or (3) the sum of (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Lease-Back Transaction, without equally Transaction and ratably securing all other Sale and Lease-Back Transactions entered into after the Securities Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted pursuant to Section 1.3(1clauses (1) above; oror (2) of this sentence), plus (b) the direct aggregate principal amount (without duplication) of (i) indebtedness secured by Mortgages then outstanding (not including any such indebtedness secured by Mortgages described in clauses (1) through (9) of 4.06(b)) that do not equally and ratably secure the Notes (or indirect proceeds secure Notes on a basis that is prior to other indebtedness secured thereby) and (ii) Non-Guarantor Subsidiary Debt (not including any such Non-Guarantor Subsidiary Debt described in clauses (1) through (7) of Section 4.07(b)) would not exceed 15% of the sale Consolidated Net Tangible Assets of the Principal Property to be leased are at least equal to the fair value of such Principal Property (Company as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days date of the effective date consummation of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied Transaction pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions3).

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any Restricted Subsidiary toof its Subsidiaries, directly or indirectly, to enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to or within 12 months after the Issue Date; (2) such transaction was for the sale and leasing back to the Company or a Subsidiary of any Principal Property; (3) such transaction involves a lease of a Principal Property executed by the time of or within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Principal Property; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Company or the applicable Subsidiary within a period of not more than three years); (5) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, applicable Subsidiary would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.12(a); or (b6) the direct Company or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement or other repayment or prepayment of long-term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transactionback transaction; provided that in lieu of applying such amount to such retirement, to the purchase repayment or acquisition (orprepayment, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated any Subsidiary ranking on a parity with or senior may deliver Notes to the Securities; provided that there shall trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company or such Subsidiary. (b) Notwithstanding Section 4.08(a), the Company and its Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greater of (ia) the principal amount of Securities delivered within 180 days $2,500,000,000, and (b) 2.5 times EBITDA of the effective Company for the Measurement Period immediately preceding the closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The (a) Other than as provided in Section 5.2(b) below, neither the Company nor any Subsidiary Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unlessTransaction, unless either: (ai) the Company or such Restricted SubsidiarySubsidiary Guarantor would be entitled, pursuant to the provisions described in clauses (i) through (xii) of Section 5.1(a) above, to create, assume or suffer to exist a Lien on the property to be leased without equally and ratably securing the Notes; or (ii) an amount equal to the greater of the net cash proceeds of such sale or the fair market value of such property (in the good faith opinion of an officer of the Company) is applied within 120 days to the retirement or other discharge of its Funded Debt. (b) Notwithstanding the restrictions set forth in Section 5.1 and Section 5.2 (a), the Company or any Subsidiary Guarantor may enter into Sale and Lease-Back Transactions not otherwise permitted as described above, provided that at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant after giving effect to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of outstanding Indebtedness secured by Liens (inot including Liens permitted under Sections 5.1(a) and 5.1(b) above) plus all Attributable Debt in respect of Sale and Lease-Back Transactions entered into (not including Sale and Lease-Back Transactions permitted under Section 5.2(a) above), measured, in each case, at the principal amount of Securities delivered within 180 days of the effective date of time any such Sale and Lease-Back Transaction is entered into, does not exceed 15% of Consolidated Net Tangible Assets and Liens securing Indebtedness in excess of such amount to the Trustee for retirement and cancellation and extent such Lien is incurred in connection with an extension, renewal, replacement or refinancing of Indebtedness (ii) not to exceed the principal amount of other Funded such extended, renewed, replaced or refinanced Indebtedness voluntarily retired plus fees, expenses and premium payable thereon) secured by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or Lien incurred pursuant to mandatory sinking fund the provisions of this Section 5.2(b) or mandatory prepayment provisionsany previous extension, renewal or replacement or refinancing of any such Indebtedness (which extended, renewed, replaced or refinanced Indebtedness shall, for the avoidance of doubt, thereafter be included in the calculation of such amount), provided that the foregoing shall not apply to any Liens that may at any time secure any of the Existing Senior Notes.

Limitation on Sale and Lease-Back Transactions. The (a) Other than as provided in Section 5.2(b) below, neither the Company nor any Subsidiary Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unlessTransaction, unless either: (ai) the Company or such Restricted SubsidiarySubsidiary Guarantor would be entitled, pursuant to the provisions described in clauses (i) through (xiii) of Section 5.1(a) above, to create, assume or suffer to exist a Lien on the property to be leased without equally and ratably securing the Notes; or (ii) an amount equal to the greater of the net cash proceeds of such sale or the fair market value of such property (in the good faith opinion of an officer of the Company) is applied within 120 days to the retirement or other discharge of its Funded Debt. (b) Notwithstanding the restrictions set forth in Section 5.1 and Section 5.2 (a), the Company or any Subsidiary Guarantor may enter into Sale and Lease-Back Transactions not otherwise permitted as described above, provided that at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant after giving effect to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of outstanding Indebtedness secured by Liens (inot including Liens permitted under Sections 5.1(a) and 5.1(b) above) plus all Attributable Debt in respect of Sale and Lease-Back Transactions entered into (not including Sale and Lease-Back Transactions permitted under Section 5.2(a) above), measured, in each case, at the principal amount of Securities delivered within 180 days of the effective date of time any such Sale and Lease-Back Transaction is entered into, does not exceed 15% of Consolidated Net Tangible Assets and Liens securing Indebtedness in excess of such amount to the Trustee for retirement and cancellation and extent such Lien is incurred in connection with an extension, renewal, replacement or refinancing of Indebtedness (ii) not to exceed the principal amount of other Funded such extended, renewed, replaced or refinanced Indebtedness voluntarily retired plus fees, expenses and premium payable thereon) secured by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or Lien incurred pursuant to mandatory sinking fund the provisions of this Section 5.2(b) or mandatory prepayment provisionsany previous extension, renewal or replacement or refinancing of any such Indebtedness (which extended, renewed, replaced or refinanced Indebtedness shall, for the avoidance of doubt, thereafter be included in the calculation of such amount), provided that the foregoing shall not apply to any Liens that may at any time secure any of the Existing Senior Notes.

Limitation on Sale and Lease-Back Transactions. (a) The Company will notnot enter into any sale and lease-back transaction with respect to any Principal Property of the Company, and will not permit any of its Domestic Restricted Subsidiary toSubsidiaries, to enter into any Sale sale and Leaselease-Back Transaction back transaction with respect to any Principal Property of such Domestic Restricted Subsidiary, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to the Issue Date; (2) such transaction involves the sale and leasing back to the Company or a Domestic Restricted Subsidiary by the Company or any Subsidiary of any Principal Property; (3) such transaction involves a lease of a Principal Property executed by the time of or within 18 months (or in the case of any transaction supported by the credit of an export credit agency, 24 months) after the later of (i) the acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such Principal Property or (ii) the placing into commercial operation of such Principal Property after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Company or the applicable Domestic Restricted Subsidiary within a period of not more than three years); (5) the Company or such the applicable Domestic Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by a lien Lien on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.09(a); or (b6) the direct Company or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Domestic Restricted Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of other Principal Property or assets so leased is appliedto the retirement, repurchase or other repayment or prepayment of Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transactionback transaction; provided that in lieu of applying such amount to such retirement, to the purchase repurchase, repayment or acquisition (orprepayment, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated any Domestic Restricted Subsidiary ranking on a parity with or senior may deliver Notes to the Securities; provided that there shall trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company or such Domestic Restricted Subsidiary. (b) Notwithstanding Section 4.08(a), the Company and its Domestic Restricted Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greatest of (i1) the principal amount $3.0 billion, (2) 15% of Securities delivered within 180 days Consolidated Net Tangible Assets of the effective Company and (3) 2.75 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The Company will not, and nor will not it permit any Restricted Significant Subsidiary to, directly or indirectly, enter into into, assume, guarantee, or otherwise become liable with respect to any Sale and Lease-Back Transaction unlessTransaction; provided, however, that the Company or any Significant Subsidiary may enter into: (a1) the Company a Sale and Lease-Back Transaction that, had such Sale and Lease- Back Transaction been structured as a mortgage or such Restricted Subsidiary, at the time of entering into other secured financing rather than as a Sale and Lease-Back Transaction, the Company or such Significant Subsidiary would be entitled have been permitted to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal enter into such transaction pursuant to the Attributable Debt terms of the Indenture set forth in respect Section 4.03, (2) a Sale and Lease-Back Transaction between or among the Company and any of such its Subsidiaries or between or among Subsidiaries, (3) a Sale and Lease-Back Transaction entered into prior to the date of issuance of the Securities, (4) a Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, provided that within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated such Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) apply an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date Value of such Sale and Lease-Back Transaction to the Trustee for (A) retirement (other than any mandatory retirement and cancellation and (iiother than any prohibited retirement of securities) the principal amount of other Funded Indebtedness voluntarily retired indebtedness for borrowed money incurred or assumed by the Company within or any Subsidiary (other than indebtedness for borrowed money owed to the Company or any Subsidiary) which by its terms matures on, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of the creation of such 180indebtedness and, in the case of such indebtedness of the Company which ranks on a parity with, or senior in right of payment to, the Securities or (B) the purchase or construction of other Property, provided that such Property is owned by the Company or a Subsidiary free and clear of all Liens, (5) a Sale and Lease-day periodBack Transaction involving the taking back of a lease for a period of three years or less, excluding retirements or (6) a Sale and Lease-Back Transaction, provided that after giving effect to the Sale and Lease-Back Transaction, the aggregate Principal amount of Securities all Attributable Debt of the Company and other Funded Indebtedness as a result its Significant Subsidiaries in respect of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsSale and Lease-Back Transactions which would not otherwise be permitted but for the provisions of this clause (6) plus all Secured Debt which would not otherwise be permitted except for the provisions of clause 12 of Section 4.03, would not exceed, at the time of such Sale and Lease-Back Transaction, 15% of the Consolidated Net Tangible Assets of the Company and its Subsidiaries.

Limitation on Sale and Lease-Back Transactions. The Company will not, and Issuer will not permit any Restricted Principal Subsidiary to, enter into any Sale and Lease-Back Transaction unless: (a) the Company or such Restricted Principal Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Offered Securities pursuant to Section 1.3(1) 5.01 above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (Property, as determined by the CompanyPrime Borrower’s Board of Directors) , and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (acquisition, or, in the case of real property, commencement of the construction) construction of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Offered Securities, or of Funded Indebtedness of the Company Issuer, Prime Borrower or a consolidated Subsidiary ranking on a parity with or senior to the Offered Securities; provided provided, that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Offered Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company Issuer, Prime Borrower or a consolidated Subsidiary within such 180-day period, excluding retirements of Offered Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. The Company will not, and will shall not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: (ai) such transaction involves a lease for a temporary period not to exceed three years; (ii) such transaction is between the Company and an Affiliate; (iii) the Company is entitled to incur Debt secured by a Lien on the assets or such Restricted Subsidiary, at property involved in the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount Transaction at least equal to the Attributable Debt in with respect of such to the Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant Securities; (iv) the Company enters into the Sale and Lease-Back Transaction within 270 days after its initial acquisition of the assets or property subject to Section 1.3(1the Sale and Lease-Back Transaction; (v) abovethe aggregate amount of all Attributable Debt with respect to all Sale and Lease-Back Transactions then in effect does not exceed 10% of the Guarantor's Consolidated Net Tangible Assets; or (bvi) the direct or indirect proceeds of within 12 months preceding the sale or transfer or 12 months following the sale or transfer, regardless of whether the Principal Property to be leased are at least equal to Company makes any such sale or transfer, the fair value Company applies, in the case of such Principal Property (as determined by the Company’s Board of Directors) and a sale or transfer for cash, an amount equal to the net proceeds from of the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (ortransfer and, in the case of real property, commencement of the construction) of property a sale or assets or to the retirement (transfer other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securitiesfor cash, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days fair value of the effective date assets so leased at the time that the Company enters into such arrangement (as determined by the Board of such Sale and Lease-Back Transaction Directors of the Company), (a) to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired Debt, incurred or assumed by the Company within which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such 180-day period, excluding retirements Debt or (b) to an investment in any of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsthe Company's assets.

Limitation on Sale and Lease-Back Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary toof the Company, enter into any Sale Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and Lease-Back Transaction unless: lease it back for a period longer than three years (ai) if the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled entitled, pursuant to incur Indebtedness secured by Section 10.07, to create a lien Lien on the Principal Property property to be leased securing Debt in an amount at least equal to the Attributable Debt in with respect of such Sale to the sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Outstanding Securities pursuant to Section 1.3(1or (ii) above; or if (bA) the direct or indirect net proceeds of the such sale of the Principal Property to be leased and lease-back transactions are at least equal to the fair value of such Principal Property (as determined by a Board Resolution) of such property and (B) the Company’s Board of Directors) and Company causes an amount equal to the net proceeds from the of such sale of the property or assets so leased is applied, and lease-back transactions to be applied within 180 days of the effective date of such sale and lease-back transaction to any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (bcombination) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days prepayment or retirement of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and Outstanding Securities, (ii) the principal amount prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Funded Indebtedness voluntarily retired by Debt of the Company within such 180-day periodor its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, excluding retirements at the option of Securities and the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionscomparable property.

Limitation on Sale and Lease-Back Transactions. The Company (a) STBV will not, and will not permit any Restricted Subsidiary toof its Subsidiaries, directly or indirectly, to enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to or within 12 months after the Company Issue Date; (2) such transaction was for the sale and leasing back to STBV or a Subsidiary of any Principal Property; (3) such Restricted Subsidiary, at transaction involves a lease of a Principal Property executed by the time of entering into or within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Principal Property; (4) such transaction involves a Sale and Lease-Back Transaction, lease for not more than three years (or which may be terminated by STBV or the applicable Subsidiary within a period of not more than three years); (5) STBV or the applicable Subsidiary would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.12(a); or (b6) STBV or the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement or other repayment or prepayment of long-term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securitiesback transaction; provided that there shall in lieu of applying such amount to such retirement, repayment or prepayment, STBV or any Subsidiary may deliver or cause to be delivered Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause STBV or such Subsidiary. (b) Notwithstanding Section 4.08(a), STBV and its Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greater of (ia) $3,500,000,000, and (b) 3.50 times EBITDA of STBV for the principal amount of Securities delivered within 180 days Measurement Period immediately preceding the closing date of the effective date of such Sale sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The 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 not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: arrangement with any person (a) 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 Restricted Subsidiary, at the time of entering into 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 indebtedness secured by a lien Lien on the Principal Property to be leased assets or property involved in an amount such transaction at least equal in amount to the Attributable Debt in attributable debt with respect of to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities Securities, pursuant to Section 1.3(1the limitation on Liens described above other than pursuant to the penultimate paragraph thereof; (iv) abovesuch transaction is entered into within 60 days after the initial acquisition by the Company of the assets or property subject to such transaction; or (bv) 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 direct Company or indirect proceeds of a Significant Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of the Principal Property to be leased are at least equal to the fair value of whether such Principal Property (as determined sale or transfer may have been made by the Company’s Board Company or such Significant Subsidiary, applies in the case of Directors) and a sale or transfer for cash, an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (orthereof and, in the case of real propertya sale or transfer otherwise than for cash, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days fair value of the effective date assets so leased at the time of entering into such Sale and Lease-Back Transaction arrangement (as determined by the Board of Directors of the Company or such Significant Subsidiary), (a) to the Trustee retirement of indebtedness for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired money borrowed, incurred or assumed by the Company within 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 180-day period, excluding retirements debt or (b) to investment in any assets of Securities and other Funded Indebtedness as a result of conversions the Company or pursuant to mandatory sinking fund or mandatory prepayment provisionsany Significant Subsidiary.

Limitation on Sale and Lease-Back Transactions. The (a) Other than as provided in Section 5.2(b) below, neither the Company nor any Subsidiary Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unlessTransaction, unless either: (ai) the Company or such Restricted SubsidiarySubsidiary Guarantor would be entitled, pursuant to the provisions described in clauses (i) through (xiii) of Section 5.1(a) above, to create, assume or suffer to exist a Lien on the property to be leased without equally and ratably securing the Notes; (ii) such Sale and Lease-Back Transaction is executed at the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the applicable Principal Property; (iii) an amount equal to the net cash proceeds of such sale is applied within 180 days to the retirement, discharge, repurchase, repayment or prepayment of its Funded Debt; or (iv) an amount equal to the net cash proceeds of such sale is applied within 180 days to the purchase, construction, development, expansion or improvement of other property. (b) Notwithstanding the restrictions set forth in Section 5.1 and Section 5.2 (a), the Company or any Subsidiary Guarantor may enter into Sale and Lease-Back Transactions not otherwise permitted as described above, provided that at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant after giving effect to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of outstanding Indebtedness secured by Liens (inot including Liens permitted under Sections 5.1(a) and 5.1(b) above) plus all Attributable Debt in respect of Sale and Lease-Back Transactions entered into (not including Sale and Lease-Back Transactions permitted under Section 5.2(a) above), measured, in each case, at the principal amount of Securities delivered within 180 days of the effective date of time any such Sale and Lease-Back Transaction is entered into, does not exceed 15% of Consolidated Net Tangible Assets and Liens securing Indebtedness in excess of such amount to the Trustee for retirement and cancellation and extent such Lien is incurred in connection with an extension, renewal, replacement or refinancing of Indebtedness (ii) not to exceed the principal amount of other Funded such extended, renewed, replaced or refinanced Indebtedness voluntarily retired plus fees, expenses and premium payable thereon) secured by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or Lien incurred pursuant to mandatory sinking fund the provisions of this Section 5.2(b) or mandatory prepayment provisionsany previous extension, renewal or replacement or refinancing of any such Indebtedness (which extended, renewed, replaced or refinanced Indebtedness shall, for the avoidance of doubt, thereafter be included in the calculation of such amount), provided that the foregoing shall not apply to any Liens that may at any time secure any of the Existing Senior Notes.

Limitation on Sale and Lease-Back Transactions. The Company will not, and nor will not it permit any Restricted Principal Subsidiary to, enter into any Sale and Lease-Back Transaction unless: with respect to any Principal Property (aexcept for (x) a transaction providing for a lease for a term, including any renewal thereof, of not more than three years, by the end of which term it is intended that the use of such Principal Property by the lessee will be discontinued, (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, and (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest), unless either (i) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Principal Subsidiary would be entitled pursuant to incur clauses (1) through (10) of the second paragraph of Section 1005 to issue, assume or guarantee Indebtedness secured by a lien Lien on the such Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or or (bii) the direct Company or indirect proceeds of the sale of the such Principal Property Subsidiary shall apply or cause to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, applied within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of after the effective date of such Sale and Lease-Back Transaction Transaction, an amount equal to the Trustee for Net Available Proceeds therefrom to (A) the acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Indebtedness of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company or a Principal Subsidiary) which, in the case of such Indebtedness of the Company, is not subordinate and cancellation junior in right of payment to the prior payment of the Securities. Notwithstanding the foregoing, the Company or any Principal Subsidiary may enter into a Sale and (ii) Lease-Back Transaction which would otherwise be prohibited by this Section 1006 to the extent that the Attributable Value thereof, together with the principal amount of other Funded all Indebtedness voluntarily retired secured by a Lien upon any Principal Property, or upon shares of capital stock of or evidences of Indebtedness issued by any Principal Subsidiary and owned by the Company within such 180or any Principal Subsidiary and not otherwise permitted by clauses (1) — (10) of the second paragraph of Section 1005 above and the Attributable Value of all other Sale and Lease-day periodBack Transactions entered into after the date of this Indenture and permitted only by this paragraph, excluding retirements does not exceed 15% of Securities and other Funded Indebtedness as a result the Consolidated Net Tangible Assets of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsthe Company.

Limitation on Sale and Lease-Back Transactions. The Company will (a) With respect to each series of Securities, the Issuer shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to the issuance of such series of Securities; (2) such transaction was for the sale and leasing back to the Issuer or any of its Subsidiaries of any Principal Property by the Issuer or one of its Subsidiaries; (3) such transaction involves a lease for less than three years; (4) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Issuer would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the such series of Securities pursuant to Section 1.3(1clause (a) of ‎Section 3.06 above; or (b5) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least Issuer applies an amount equal to the fair value of such the Principal Property (as determined by the Company’s Board of Directors) and an amount equal sold to the net proceeds from purchase of Property or to the sale retirement of the property or assets so leased its long-term Indebtedness that is applied, pari passu with such Securities within 180 365 days of the effective date of any such Sale sale and Leaselease-Back Transactionback transaction. In lieu of applying such amount to such retirement, the Issuer may deliver such pari passu debt securities to the purchase or acquisition (orTrustee under the indenture therefor for cancellation, in such debt securities to be credited at the case of real property, commencement of the construction) of property or assets or cost thereof to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause Issuer. (b) an amount equal Notwithstanding the foregoing, the Issuer and or its Restricted Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the sum foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed the greater of (ia) the principal amount 15% of Securities delivered within 180 days our Consolidated Net Tangible Assets calculated as of the effective date of such Sale and Lease-Back Transaction to creation or incurrence of the Trustee for retirement and cancellation Lien and (iib) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions$1.0 billion.

Limitation on Sale and Lease-Back Transactions. The Company will not, and nor will not it permit any Restricted Principal Subsidiary to, enter into any Sale and Lease-Back Transaction unless: with respect to any Principal Property (aexcept for (x) a transaction providing for a lease for a term, including any renewal thereof, of not more than three years, by the end of which term it is intended that the use of such Principal Property by the lessee will be discontinued, (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, and (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest), unless either (i) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Principal Subsidiary would be entitled pursuant to incur Section 1007 to issue, assume or guarantee Indebtedness secured by a lien Lien on the such Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or or (bii) the direct Company or indirect proceeds of the sale of the such Principal Property Subsidiary shall apply or cause to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, applied within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of after the effective date of such Sale and Lease-Back Transaction Transaction, an amount equal to the Trustee for retirement and cancellation and Net Available Proceeds therefrom to (iiA) the principal amount acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Funded Indebtedness voluntarily retired of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company within or a Principal Subsidiary) which, in the case of such 180-day periodIndebtedness of the Company, excluding retirements is not subordinate and junior in right of payment to the prior payment of the Securities, provided, however, that any such retirement of Securities shall be in accordance with Article Eleven and any other Funded Indebtedness as terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities. 77 Notwithstanding the foregoing, the Company or any Principal Subsidiary may enter into a result of conversions or Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1008 to the extent that the Attributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to mandatory sinking fund or mandatory prepayment provisionsthe last paragraph of Section 1007 and the Attributable Value of all other Sale and Lease-Back Transactions permitted by this paragraph, does not exceed 10% of Consolidated Net Tangible Assets of the Company.

Limitation on Sale and Lease-Back Transactions. The So long as any Note remains outstanding, the Company will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale and Lease-Back Transaction unlesswith respect to any Principal Property, unless either: (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by a lien Lien on the Principal Property to be leased involved in an amount such Sale and Lease-Back Transaction at least equal in amount to the Attributable Debt in with respect of to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities Notes, pursuant to Section 1.3(1) above4.8; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased such Sale and Lease-Back Transaction are at least equal to the fair market value of such the affected Principal Property (as determined in good faith by the Company’s Board of Directors) and the Company applies an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered Transaction within 180 365 days of the effective date of such Sale and Lease-Back Transaction to any (or a combination) of (x) the Trustee prepayment or repurchase of the Notes, (y) the prepayment or repurchase (other than any mandatory repurchase, mandatory prepayment or sinking fund payment or by payment at maturity) of its or any such Subsidiary’s other Indebtedness (other than Indebtedness that is subordinated to the Notes or Indebtedness owed to the Company or its Subsidiaries) that matures more than 12 months after the date of the Sale and Lease-Back Transaction or (z) the purchase, construction, development, expansion or improvement of other comparable property. The restrictions set forth above will not apply to: (i) transactions providing for retirement and cancellation a lease term of not more than three years; and (ii) the principal amount of other Funded Indebtedness voluntarily retired by transactions between the Company within such 180-day period, excluding retirements and any of Securities and other Funded Indebtedness as a result of conversions its Subsidiaries or pursuant to mandatory sinking fund or mandatory prepayment provisionsbetween its Subsidiaries.

Limitation on Sale and Lease-Back Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Consolidated Subsidiaries to, enter into any Sale and Lease-Back Transaction unlessinvolving any Principal Property unless either of the following conditions is met: (a1) after giving effect thereto, the Company or such Restricted Subsidiary, at the time aggregate amount of entering into a all Attributable Debt with respect to Sale and Lease-Back Transaction, would be entitled to incur Indebtedness Transactions plus the aggregate amount of Debt secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, Liens incurred without equally and ratably securing the Securities pursuant to Section 1.3(1) above2.9 would not exceed 10% of the Consolidated Net Tangible Assets of the Company and the Consolidated Subsidiaries; or (b2) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, the Company or such Consolidated Subsidiary applies to (A) the purchase retirement or acquisition prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (or, including that in the case of real propertya revolver or similar arrangement that makes credit available, commencement such commitment is so permanently reduced by such amount), or (B) the purchase of other property that will constitute Principal Property having a fair market value, in the opinion of the construction) Board of property or assets or to the retirement (other than Directors, at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount least equal to the sum of (i) the principal amount of Securities delivered within 180 days fair market value of the effective date of Principal Property leased in such Sale and Lease-Back Transaction to transaction, an amount not less than the Trustee for retirement greater of: (i) the Net Proceeds of the Sale and cancellation and Lease-Back Transaction; and (ii) the principal amount fair market value of other Funded Indebtedness voluntarily retired by the Principal Property so leased at the time of such transaction; (b) The restriction set forth in paragraph (a) above shall not apply to any Sale and Lease-Back Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.10 or in Section 2.9(a) with respect to any such transaction: (1) solely between the Company within such 180and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (2) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi-day governmental agency; or (3) in which the applicable lease is for a period, excluding retirements including renewal rights, of Securities three years or less. This Section 2.10 has been included in this Third Supplemental Indenture expressly and other Funded Indebtedness as a result solely for the benefit of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsthe Notes.

Limitation on Sale and Lease-Back Transactions. The Neither the Company will notnor the Guarantor shall, and will not neither of them shall permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction (other than with the Company, the Guarantor and/or one or more Subsidiaries of the Guarantor) unless: (a) the Company Company, the Guarantor or such Restricted Subsidiary, at the time of entering into a such Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien Lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Offered Securities pursuant to Section 1.3(1) aboveof this Fifth Supplemental Indenture; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (Property, as determined by the CompanyParent’s Board of Directors) , and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (acquisition, or, in the case of real property, commencement of the construction) construction of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Offered Securities, or of Funded Indebtedness of the Company Parent or a consolidated Subsidiary ranking on a parity with or senior to the Offered Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Offered Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by Parent or a consolidated Subsidiary ranking on a parity with or senior to the Company Offered Securities within such 180-day period, excluding retirements of Offered Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: : (a1) the Company or such Restricted Subsidiary, Subsidiary would be entitled to incur indebtedness secured by a mortgage on the Principal Property involved in such transaction at least equal in amount to the time of entering into a Attributable Debt with respect to such Sale and Lease-Back TransactionTransaction pursuant to any of clause (1), would be entitled (2), (3), (4), (5), (6), (7), (8), (9), (10) or (11) of the first paragraph under Section 1008 without equally and ratably securing the Securities, pursuant to incur Indebtedness secured by a lien on Section 1008; or (2) the Principal Property to be leased in Company shall apply an amount at least equal to the greater of the net proceeds of such sale and the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. Notwithstanding the restrictions outlined in respect the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) above under this Section 1009; provided that after giving effect thereto, the aggregate amount of such Sale and Lease-Back TransactionTransactions, without equally together with the aggregate amount of all outstanding Secured Debt not permitted by clauses (1) through (11) under Section 1008, does not exceed the greater of $500 million and ratably securing the Securities pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds 10% of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness Consolidated Net Tangible Assets of the Company as most recently determined on or a consolidated Subsidiary ranking on a parity with or senior prior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsdate.

Limitation on Sale and Lease-Back Transactions. The Company will not(a) With respect to the Securities of each series, and will the Issuer covenants not permit any Restricted Subsidiary to, to enter into any Sale sale and Leaselease-Back Transaction back transaction for the sale and leasing back of any Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the date of the initial issuance of the Securities of such series; (ii) such transaction was for the sale and leasing back to the Issuer of any Property by one of its Subsidiaries; (iii) such transaction involves a lease for less than three years; (iv) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Issuer would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities of such series pursuant to Section 1.3(13.06(a) above; or (bv) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least Issuer applies an amount equal to the fair value of such Principal the Property (as determined by the Company’s Board of Directors) and an amount equal sold to the net proceeds from purchase of Property or to the sale retirement of the property or assets so leased is applied, its long-term Indebtedness within 180 365 days of the effective date of any such Sale sale and Leaselease-Back Transactionback transaction. In lieu of applying such amount to such retirement, the Issuer may deliver Securities to the purchase or acquisition (orTrustee therefor for cancellation, in such Securities to be credited at the case of real property, commencement of the construction) of property or assets or cost thereof to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause Issuer. (b) an amount equal Notwithstanding Section 3.07(a), the Issuer may enter into any sale and lease-back transaction which would otherwise be subject to the sum foregoing restrictions with respect to the Securities of any series if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed the greater of (i) the principal amount 15% of Securities delivered within 180 days Consolidated Net Worth calculated as of the effective closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation back transaction and (ii) 15% of Consolidated Net Worth calculated as of the principal amount date of other Funded Indebtedness voluntarily retired by initial issuance of the Company within Securities of such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsseries.

Limitation on Sale and Lease-Back Transactions. The Company will shall not, and will shall not permit any Restricted Subsidiary of its Significant Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than (x) any such Sale and Lease-Back Transaction involving a lease for a term of not more than three years or (y) any such Sale and Lease-Back Transaction between the Company and one of its Significant Subsidiaries or between its Significant Subsidiaries, unless: (a) the Company or such Restricted Significant Subsidiary, at as applicable, could have incurred Indebtedness secured by a Lien on the time of entering into a Principal Property involved in such Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased Transaction in an amount at least equal to the Attributable Debt in with respect of to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities Notes, pursuant to Section 1.3(1) above3.1 hereof; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased such Sale and Lease-Back Transaction are at least equal to the fair market value of such the affected Principal Property (as determined in good faith by the CompanyBoard of Directors of ICE Group (or, if prior to the Escrow Release Date, ICE’s Board of Directors) or such Significant Subsidiary, as the case may be) and the Company applies an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered Transaction within 180 365 days of the effective date of such Sale and Lease-Back Transaction to any (or a combination) of: (i) the Trustee for prepayment or retirement of the Notes, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Indebtedness of the Company or of one of its Significant Subsidiaries (other than Indebtedness that is subordinated to the Notes or Indebtedness owed to the Company or one of its Significant Subsidiaries) that matures more than 12 months after its creation; or (iii) the purchase, construction, development, expansion or improvement of other comparable property. Notwithstanding the foregoing, the Company and cancellation its Significant Subsidiaries will be allowed to enter into any Sale and Lease-Back Transaction if at the time such Indebtedness is incurred and after giving effect to such Indebtedness and to the retirement of Indebtedness which is concurrently being retired, the sum of (i) the aggregate principal amount of all Indebtedness of the Company and its Significant Subsidiaries secured by Liens that are restricted by, and not otherwise permitted by, the provisions described under Section 3.1 hereof and (ii) the principal amount Attributable Debt of other Funded Indebtedness voluntarily retired all of the Company’s Sale and Lease-Back Transactions not otherwise permitted by the Company within such 180-day periodprovisions described under the first sentence of this Section 3.2, excluding retirements does not exceed 15% of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsConsolidated Net Worth.

Limitation on Sale and Lease-Back Transactions. The Company Guarantor will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to the Guarantor or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Guarantor 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 Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Guarantor or such Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction unless: (aback Transaction") unless the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect net proceeds of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) of such property and an amount equal either (a) the Guarantor or such Restricted Subsidiary would be entitled, pursuant to the net proceeds from provisions of (1) clause (a) (i) of paragraph (a) of Section 1006 or (2) paragraph (b) of Section 1006 hereof, to incur Debt secured by a mortgage on the sale of Important Property to be leased without equally and ratably securing the property Securities, or assets so leased is applied(b) the Guarantor shall, and in any such case the Guarantor covenants that it will, within 180 120 days of the effective date of any such Sale and Lease-Back Transactionarrangement, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) apply an amount equal to the sum fair value (as so determined) of such property to the redemption pursuant to Section 1101 hereof or the purchase and retirement of Securities or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Guarantor which ranks senior to or pari passu with the Securities or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (iother than, in either case, funded debt owned by the Guarantor or any Restricted Subsidiary), or (c) the principal amount Guarantor shall, at or prior to the time of Securities delivered within 180 days of entering into the effective date of such Sale and Lease-Back Transaction back Transaction, enter into a bona fide commitment or commitments to expend for the acquisition or improvement of an Important Property an amount at least equal to the Trustee for retirement and cancellation and fair value (iias so determined) of such property. For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the principal amount sole option of other Funded Indebtedness voluntarily retired by the Company within obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsDebt.

Limitation on Sale and Lease-Back Transactions. The Company will not, covenants and will not permit agrees that neither it nor any Restricted Domestic Subsidiary to, will enter into any arrangement with any Person, or to which any Person is a party, providing for the leasing to the Company or a Restricted Domestic Subsidiary for a period of more than three years of any Restricted Property which has been or is to be sold or transferred by the Company or such Restricted Domestic Subsidiary to such Person or to any other Person to which funds have been or are to be advanced by such Person on the security of the leased property (in this Article Twelve called "Sale and Lease-Back Transaction unlessTransaction") unless either: (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Domestic Subsidiary would be entitled entitled, pursuant to the provisions of Section 12.07, to incur Indebtedness secured by Debt in a lien on the Principal Property to be leased in an principal amount at least equal to or exceeding the Attributable Debt in respect Value of such Sale and Lease-Lease- Back Transaction, secured by Mortgage on the property to be leased, without equally and ratably securing the all series of Debt Securities pursuant with respect to Section 1.3(1) above; which such property is Restricted Property, or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property Company (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of in any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company covenants and agrees that it will do so) during or a consolidated Subsidiary ranking on a parity with or senior to immediately after the Securities; provided that there shall be credited to the amount expiration of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of four months after the effective date of such Sale and Lease-Back Transaction (whether made by the Company or a Restricted Domestic Subsidiary) applies to the voluntary retirement of Funded Debt of the Company (including Debt Securities) an amount equal to the Value of such Sale and Lease-Back Transaction, less the principal amount of Debt Securities delivered, within four months after the effective date of such arrangement, to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness Debt voluntarily retired by the Company within such 180-day four month period, excluding retirements of Debt Securities and other Funded Indebtedness Debt as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsprovisions or by payment at maturity.

Limitation on Sale and Lease-Back Transactions. The (a) Other than as provided in Section 5.2(b) below, neither the Company nor any Subsidiary Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unlessTransaction, unless either: (ai) the Company or such Restricted SubsidiarySubsidiary Guarantor would be entitled, pursuant to the provisions described in clauses (i) through (xii) of Section 5.1(a) above, to create, assume or suffer to exist a Lien on the property to be leased without equally and ratably securing the Notes; or (ii) an amount equal to the greater of the net cash proceeds of such sale or the fair market value of such property (in the good faith opinion of the Board of Directors) is applied within 120 days to the retirement or other discharge of its Funded Debt. (b) Notwithstanding the restrictions set forth in Section 5.1 and Section 5.2 (a), the Company or any Subsidiary Guarantor may enter into Sale and Lease-Back Transactions not otherwise permitted as described above, provided that at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant after giving effect to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition sum of outstanding Indebtedness secured by Liens (or, in the case of real property, commencement of the constructionnot including Liens permitted under Sections 5.1 (a) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause and 5.1 (b) an amount equal to above) plus all Attributable Debt in respect of Sale and Lease-Back Transactions entered into (not including Sale and Lease-Back Transactions permitted under Section 5.2 (a) above), measured, in each case, at the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of time any such Sale and Lease-Back Transaction is entered into, does not exceed 15% of Consolidated Net Tangible Assets and Liens securing Indebtedness in excess of such amount to the Trustee for retirement and cancellation and extent such Lien is incurred in connection with an extension, renewal, replacement or refinancing of Indebtedness (ii) not to exceed the principal amount of other Funded such extended, renewed, replaced or refinanced Indebtedness voluntarily retired plus fees, expenses and premium payable thereon) secured by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or Lien incurred pursuant to mandatory sinking fund the provisions of this Section 5.2 (b) or mandatory prepayment provisionsany previous extension, renewal or replacement or refinancing of any such Indebtedness (which extended, renewed, replaced or refinanced Indebtedness shall, for the avoidance of doubt, thereafter be included in the calculation of such amount), provided that the foregoing shall not apply to any Liens that may at any time secure any of the Existing Senior Unsecured Notes.

Limitation on Sale and Lease-Back Transactions. The If this covenant shall be made applicable to the Securities of a particular series as contemplated by Section 301 hereof, each of the Company and the Guarantor covenants and agrees that so long as any Securities of such series remains outstanding, each will not, and the Guarantor will not permit any Restricted Significant Subsidiary to, enter into any Sale and Lease-Back Transaction unless: arrangement with any person (a) other than the Company Company, the Guarantor or a Significant Subsidiary), providing for the leasing to the Company, the Guarantor or a Significant Subsidiary of any assets which have been or are to be sold or transferred by the Company, the Guarantor or such Restricted Subsidiary, at the time of entering into 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, the Guarantor or a Significant Subsidiary and an affiliate of the Guarantor; (iii) the Company or the Guarantor would be entitled to incur Indebtedness debt secured by a lien Lien on the Principal Property to be leased assets or property involved in an amount such transaction at least equal in amount to the Attributable Debt in with respect of to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities Securities, pursuant to Section 1.3(1the limitation on Liens described above other than pursuant to the penultimate paragraph thereof; (iv) abovesuch transaction is entered into within 90 days after the initial acquisition by the Company or the Guarantor of the assets or property subject to such transaction; or (bv) 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 direct Company, the Guarantor or indirect proceeds of a Significant Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of the Principal Property to be leased are at least equal to the fair value of whether such Principal Property (as determined sale or transfer may have been made by the Company’s Board , the Guarantor or such Significant Subsidiary, applies in the case of Directors) and a sale or transfer for cash, an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (orthereof and, in the case of real propertya sale or transfer otherwise than for cash, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days fair value of the effective assets so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company, the Guarantor or such Significant Subsidiary), (a) to the retirement of debt, incurred or assumed by the Company, the Guarantor 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 Sale and Lease-Back Transaction debt or (b) to investment in any assets of the Trustee for retirement and cancellation and (ii) Company, the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions Guarantor or pursuant to mandatory sinking fund or mandatory prepayment provisionsany Significant Subsidiary.

Limitation on Sale and Lease-Back Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Consolidated Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property unless: (a1) after giving effect thereto, the Company or such Restricted Subsidiary, at the time aggregate amount of entering into a all Attributable Debt with respect to Sale and Lease-Back Transaction, would be entitled to incur Indebtedness Transactions plus the aggregate amount of Debt secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, Liens incurred without equally and ratably securing the Securities pursuant to Section 1.3(1) above2.8 would not exceed 10% of the Consolidated Net Tangible Assets of the Company and the Consolidated Subsidiaries; or (b2) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, the Company or such Consolidated Subsidiary applies to (A) the purchase prepayment or acquisition retirement, and in either ease, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (or, including that in the case of real propertya revolver or similar arrangement that makes credit available, commencement such commitment is so permanently reduced by such amount); provided, however, that the amount to be applied to the prepayment or retirement of such Funded Debt of the construction) Company or of property or assets or a Consolidated Subsidiary shall be reduced by an amount equal to the principal amount of any Notes (or other notes or debentures constituting such Funded Debt) delivered within such 180-day period to the Trustee or other applicable trustee for retirement and cancellation; and provided further, however, that, notwithstanding the foregoing, no prepayment or retirement referred to in this clause (other than A) may be effected by payment at maturity or pursuant to a any mandatory sinking fund payment or any other mandatory redemption prepayment or retirement provision) of Securities, or (B) the purchase of Funded Indebtedness other property that will constitute Principal Property having a fair market value, in the opinion of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount Board of net worth proceeds required to be applied pursuant to this clause (b) an amount Directors, at least equal to the sum of (i) the principal amount of Securities delivered within 180 days fair market value of the effective date of Principal Property leased in such Sale and Lease-Back Transaction to transaction, an amount not less than the Trustee for retirement greater of: (i) the Net Proceeds of the Sale and cancellation and Lease-Back Transaction; and (ii) the principal amount of other Funded Indebtedness voluntarily retired fair market value (which shall be determined in a manner approved by the Board of Directors of the Company) of the Principal Property so leased at the time of such transaction; (b) The restriction set forth in paragraph (a) above shall not apply to any Sale and Lease-Back Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.9 or in Section 2.8(a) with respect to any such transaction: (1) solely between the Company within such 180and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (2) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi-day governmental agency; or (3) in which the applicable lease is for a period, excluding retirements including renewal rights, of Securities and other Funded Indebtedness as a result of conversions three years or pursuant to mandatory sinking fund or mandatory prepayment provisionsless.

Limitation on Sale and Lease-Back Transactions. With respect to the Notes, Section 3.10 of the Base Indenture is hereby amended to be replaced with the following: The Company Issuer will not, and nor will not it permit any Restricted Subsidiary to, enter into lease any Principal Property from the purchaser or transferee of such Principal Property for more than three years (herein referred to as a “Sale and Lease-Back Transaction Transaction”), unless: (a) the Company Issuer or such Restricted Subsidiary, at the time of entering into Issuer’s Subsidiary could Incur Debt in a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an principal amount at least equal to the Attributable Debt in Indebtedness with respect of to such Sale and Lease-Back TransactionTransaction secured by a Mortgage on the property subject to such Sale and Lease-Back Transaction permitted under Section 4.02(p) of this Supplemental Indenture), without equally and ratably securing the Securities pursuant to Notes under Section 1.3(1) above4.02; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Issuer applies an amount equal to the net greater of (i) the proceeds from of such sale or transfer or (ii) the sale fair value of the property or assets so leased is appliedto the defeasance or retirement (other than any mandatory retirement), within 180 days of the effective date of such arrangement, of Senior Funded Indebtedness; provided, however, that the amount to be so applied to the defeasance or retirement of such Senior Funded Indebtedness will be reduced by an amount (not previously used to reduce the amount of such defeasance or retirement) equal to the lesser of (x) the amount expended by the Issuer since the date of this Indenture and within twelve months prior to the effective date of any such Sale and Lease-Back Transaction, to the purchase Transaction or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days thereafter for the acquisition by it of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and unencumbered Principal Properties or (iiy) the principal amount of other Funded Indebtedness voluntarily retired fair value (as determined by the Company within Board of Directors) of unencumbered Principal Properties so acquired by the Issuer during such twelve-month period and 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. The If this covenant shall be made applicable to the Securities of a particular series as contemplated by Section 301 hereof, each of the Company and the Guarantor covenants and agrees that so long as any Securities of such series remains outstanding, each will not, and the Guarantor will not cause or permit any Restricted Significant Subsidiary to, enter into any Sale and Lease-Back Transaction unless: arrangement with any person (a) other than the Company Company, the Guarantor or a Significant Subsidiary), providing for the leasing by the Company, the Guarantor or a Significant Subsidiary of any assets which have been or are to be sold or transferred by the Company, the Guarantor or such Restricted Subsidiary, at the time of entering into 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, the Guarantor or a Significant Subsidiary and an affiliate of the Guarantor; (iii) the Company or the Guarantor would be entitled to incur Indebtedness Debt secured by a lien Lien on the Principal Property to be leased assets or property involved in an amount such transaction at least equal in amount to the Attributable Debt in with respect of to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities Securities, pursuant to Section 1.3(1the limitation on Liens described above other than pursuant to the penultimate paragraph thereof; (iv) abovesuch transaction is entered into within 90 days after the initial acquisition by the Company or the Guarantor of the property subject to such transaction; or (bv) 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 direct Company, the Guarantor or indirect proceeds of a Significant Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of the Principal Property to be leased are at least equal to the fair value of whether such Principal Property (as determined sale or transfer may have been made by the Company’s Board , the Guarantor or such Significant Subsidiary, applies in the case of Directors) and a sale or transfer for cash, an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (orthereof and, in the case of real propertya sale or transfer otherwise than for cash, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days fair value of the effective assets so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company, the Guarantor or such Significant Subsidiary), (a) to the retirement of debt, incurred or assumed by the Company, the Guarantor 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 Sale and Lease-Back Transaction debt or (b) to investment in any assets of the Trustee for retirement and cancellation and (ii) Company, the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions Guarantor or pursuant to mandatory sinking fund or mandatory prepayment provisionsany Significant Subsidiary.

Limitation on Sale and Lease-Back Transactions. With respect to the Notes, Section 3.10 of the Base Indenture is hereby amended to be replaced with the following: The Company Issuer will not, and nor will not it permit any Restricted Subsidiary to, enter into lease any Principal Property from the purchaser or transferee of such Principal Property for more than three years (herein referred to as a “Sale and Lease-Back Transaction Transaction”), unless: (a) the Company Issuer or such Restricted Subsidiary, at the time of entering into Issuer’s Subsidiary could Incur Debt in a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an principal amount at least equal to the Attributable Debt in Indebtedness with respect of to such Sale and Lease-Back Transaction, Transaction secured by a Mortgage on the property subject to such Sale and Lease-Back Transaction (as permitted under Section 4.02(p) of this Supplemental Indenture) without equally and ratably securing the Securities pursuant to Notes under Section 1.3(1) above4.02; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Issuer applies an amount equal to the net greater of (i) the proceeds from of such sale or transfer and (ii) the sale fair value of the property or assets so leased is appliedto the defeasance or retirement (other than any mandatory retirement), within 180 days of the effective date of such arrangement, of Senior Funded Indebtedness; provided, however, that the amount to be so applied to the defeasance or retirement of such Senior Funded Indebtedness will be reduced by an amount (not previously used to reduce the amount of such defeasance or retirement) equal to the lesser of (x) the amount expended by the Issuer since the date of this Supplemental Indenture and within twelve months prior to the effective date of any such Sale and Lease-Back Transaction, to the purchase Transaction or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days thereafter for the acquisition by it of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation unencumbered Principal Properties and (iiy) the principal amount of other Funded Indebtedness voluntarily retired fair value (as determined by the Company within Board of Directors) of unencumbered Principal Properties so acquired by the Issuer during such twelve-month period and 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. The (a) So long as any Securities remain outstanding the Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any direct or indirect arrangement with any person that provides for the leasing to the Company or any Restricted Subsidiary of any Principal Property (except for such transactions (i) entered into prior to the Issue Date; (ii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iii) under which the rent payable pursuant to such lease is to be reimbursed under a contract with the United States Government or any instrumentality or agency thereof; (iv) involving leases for no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the later of the date of acquisition, completion of construction or commencement of full operations of such property or asset), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person (subject to such exceptions in the preceding clauses (i) through (v), such arrangement being referred to as a "Sale and Lease-Back Transaction Lease- Back"), unless: (a1) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled entitled, pursuant to incur Indebtedness the provisions of Section 4.2, to issue, incur, create, assume or guarantee Debt secured by a lien on the Principal Property to be leased in an amount mortgage upon such property at least equal in amount to the Attributable Debt in respect of such Sale and Lease-Lease- Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) aboveSecurities; or (b2) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the their fair market value of and such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be are applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee purchase, construction, development or acquisition of assets or to the repayment of indebtedness of the Company. (b) For the purposes of this Section 4.3, the term Attributable Debt with respect to a Sale and Lease- Back involving a Principal Property means, at the time of determination, the lesser of: (1) the fair value of the property which is the subject of such Sale and Lease-Back (as determined in good faith by the Board of Directors of the Company); or (2) the present value of the total net amount of rent required to be paid under such Sale and Lease-Back during the remaining term thereof (including any renewal term or period for retirement which such lease has been extended), discounted at the rate of interest set forth or implicit in the terms of such Sale and cancellation Lease-Back or, if not practicable to determine such rate, the weighted average interest rate per annum borne by the Securities of each series outstanding pursuant to this Indenture compounded semi-annually in either case as determined by the principal accounting or financial officer of the Company. For purposes of this definition, rent shall not include amounts required to be paid by the lessee, whether or not designated as rent or additional rent, on account of or contingent upon maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall be the lesser of (i) the net amount determined assuming termination upon the first date such lease may be terminated (in which case the net amount shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or (ii) the principal net amount of other Funded Indebtedness voluntarily retired by the Company within determined assuming no such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionstermination.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: with respect to any Principal Property (aexcept for (i) a transaction providing for a lease for a term of not more than three years, (ii) the commitment by or on behalf of the purchaser is obtained within 120 days after the acquisition, construction or placing in service of the Principal Property, (iii) the transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, (iv) the Company or such Restricted Subsidiary, at Subsidiary would be entitled pursuant to Section 4.2(a) to Incur Debt secured by a Lien on such Principal Property to be leased back in an amount equal to the time of entering into a Attributable Debt with respect to such Sale and Lease-Back TransactionTransaction without equally and ratably securing the Securities or (v) the Company or such Restricted Subsidiary shall apply or cause to be applied, would be entitled an amount equal to incur Indebtedness secured the greater of (x) the net proceeds so sold and leased back pursuant to such arrangement and (y) the fair market value (as determined by a lien on the Board of Directors) of the Principal Property so sold and leased back pursuant to be leased in an amount at least equal such arrangement, to the Attributable Debt in respect retirement, within 180 days after the effective date of such Sale and Lease-Back Transaction, without equally and ratably securing the of Securities pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness Debt of the Company or a consolidated Subsidiary ranking on a parity with or senior to the SecuritiesRestricted Subsidiary; provided provided, however, that there any such retirement of Securities shall be credited to in accordance with Section 3.1 and provided further that the amount of net worth proceeds required to be applied pursuant to this clause (b) such retirement of Securities or other Debt shall be reduced by an amount equal to the sum of (iA) an amount equal to the principal amount of Securities delivered within 180 days of after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (iiB) the principal amount amount, plus any premium or fee paid in connection with any redemption in accordance with the terms, of other Funded Indebtedness Debt voluntarily retired by the Company or a Restricted Subsidiary within such 180-day period). (b) Notwithstanding the foregoing provisions of Section 4.3(a), excluding retirements the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction which would otherwise be subject to the restrictions of Securities and other Funded Indebtedness Section 4.3(a) so long as a result of conversions or all Debt outstanding pursuant to mandatory sinking fund or mandatory prepayment provisionsSection 4.2(b) and 4.3(b) does not exceed, in the aggregate, 10% of Consolidated Net Worth.

Limitation on Sale and Lease-Back Transactions. The So long as the Securities shall be Outstanding, the Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any lease with any Person (other than the Company or any Restricted Subsidiary) covering any Principal Property owned by the Company or such Restricted Subsidiary as of the date hereof that is subsequently sold by the Company or such Restricted Subsidiary to such Person in connection with such lease (a "Sale and Lease-Back Transaction unless: (aTransaction") unless the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, : (a) would be entitled under Section 3.8 to incur Indebtedness secured by a lien Lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in with respect of to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Securities pursuant to Section 1.3(1) aboveSecurities; or or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property uses (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 365 days of the effective date of such transaction) an amount equal to the proceeds from the sale of such Principal Property to repay any Funded Indebtedness; provided, however, that the foregoing shall not prohibit the Company or any Restricted Subsidiary from entering into any Sale and Lease-Back Transaction: (i) involving a lease with a term of three years or less; or (ii) that is entered into within 365 days after the later of the acquisition, the completion of construction, or the commencement of operation of such Principal Property. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may enter into Sale and Lease-Back Transactions in addition to any permitted by the immediately preceding paragraph if, at the time of entering into such Sale and Lease-Back Transaction to and after giving effect thereto, the Trustee for retirement and cancellation and (ii) the principal aggregate amount of other Funded all Exempt Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements does not exceed 15% of Securities and other Funded Indebtedness Consolidated Assets determined as of a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsdate not more than 90 days prior thereto.

Limitation on Sale and Lease-Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: unless (a) the Company or sum of (i) the Attributable Debt to be outstanding pursuant to such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled (ii) all Attributable Debt then outstanding pursuant to incur Indebtedness secured all other Sale and Lease-Back Transactions entered into by the Company after May 15, 1997, or entered into by a lien Subsidiary after May 15, 1997 or, if later, the date on which it became a Subsidiary, and (iii) the aggregate of all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Securities are secured equally and ratably with (or prior to) such Secured Indebtedness and any Secured Indebtedness issued in connection with one or more Securitizations as permitted by Section 1008) would not exceed 3% of Consolidated Net Tangible Assets or (b) an amount equal to the greater of (i) the net proceeds to the Company or the Subsidiary of the sale of the Principal Property sold and leased back pursuant to such Sale and Lease-Back Transaction and (ii) the amount of Attributable Debt to be leased in an amount at least equal outstanding pursuant to such Sale and Lease-Back Transaction is applied to the Attributable retirement of Funded Debt in respect of the Company or any Subsidiary (other than Funded Debt which is subordinate to the Securities or which is owing to the Company or any Subsidiary) within 180 days after the consummation of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. The So long as the Notes shall be Outstanding, the Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement with any Person (other than the Company or any Restricted Subsidiary) providing for the leasing by the Company or a Restricted Subsidiary of any Principal Property owned by the Company or such Restricted Subsidiary (except for leases for a term of not more than three years), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person on the security of such Principal Property more than 365 days after the acquisition thereof or the completion of construction and commencement of full operation thereof (a "Sale and Lease-Back Transaction unless: Transaction"), unless either (ai) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled pursuant to Section 3.1 to incur Indebtedness secured by a lien Mortgage on the Principal Property to be leased back equal in an amount at least equal to the Attributable Debt in with respect of to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or Notes, or (bii) the direct Company shall, and in any such case the Company covenants that it will, apply or indirect proceeds of the sale of the Principal Property cause to be leased are at least applied an amount equal to the greater of the net proceeds or the fair value of such Principal Property (as determined by the Company’s Board of DirectorsDirectors of the Company) and an amount equal to the net proceeds from the sale of the property so sold to the purchase of Principal Property or assets so leased is appliedto the retirement (other than any mandatory retirement), within 180 365 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase of Notes or acquisition (orother Funded Indebtedness; provided, in the case however, that any such retirement of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there Notes shall be credited to made in accordance with the Indenture; and provided, further, that the amount of net worth proceeds required to be applied pursuant to this clause (b) such retirement of Notes or other Funded Indebtedness shall be reduced by an amount equal to the sum of (ia) an amount equal to the principal amount of Securities any Notes delivered within 180 365 days of after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation cancellation, and (iib) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180365-day period, excluding excluding, in each case, retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsprovisions and payments at Maturity. Notwithstanding the foregoing, (i) the Company or any Restricted Subsidiary may enter into Sale and Lease-Back Transactions in addition to any permitted by the immediately preceding paragraph and without any obligation to retire any Notes or other Indebtedness; provided, that at the time of entering into such Sale and Lease-Back Transaction and after giving effect thereto, Attributable Debt resulting from such Sale and Lease-Back Transaction, plus the aggregate amount of all Indebtedness secured by a Mortgage (not including Indebtedness excluded as provided in clauses (i) through (ix) under Section 3.1 above), does not exceed 20% of Consolidated Assets; and (ii) the Company or any Restricted Subsidiary may, at any time, enter into a Sale and Lease-Back Transaction with respect to any or all of the following properties: its plant located in Mooresville, Indiana and its Precision Forged Products Division facilities located in Gallipolis, Ohio; Plymouth, Michigan; and Romulus, Michigan.

Limitation on Sale and Lease-Back Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any of their Principal Properties unless: (a1) the Company or such Subsidiary would be entitled under the provisions described in clauses (1) through (10) of Section 4.06(b) to create, issue, assume or guarantee Indebtedness secured by a Mortgage on the property to be leased without having to equally and ratably secure the Notes; (2) the Company or any of its Restricted Subsidiary, at Subsidiaries applies an amount equal to the time amount of entering into a the net cash proceeds from the sale of the Principal Property sold in such Sale and Lease-Back TransactionTransaction within 365 days after the consummation thereof to make non-mandatory prepayments on long-term Indebtedness, would be entitled to incur retire long-term Indebtedness secured by or acquire, construct or improve a lien on the Principal Property to be leased manufacturing plant or facility or other assets that are used or useful in an amount at least equal to their business; or (3) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Lease-Back TransactionTransaction and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted pursuant to clause (1) or (2) of this Section 4.08), plus the aggregate principal amount (without duplication) of (a) Indebtedness secured by Mortgages then outstanding (not including any such Indebtedness secured by Mortgages described in clauses (1) through (10) of Section 4.06(b)) that do not equally and ratably securing secure the Securities pursuant Notes (or secure Notes on a basis that is prior to Section 1.3(1other Indebtedness secured thereby) above; or and (b) the direct or indirect proceeds Non-Guarantor Subsidiary Debt (not including any such Non-Guarantor Subsidiary Debt described in clauses (1) through (7) of Section 4.07(b)) would not exceed 15% of the sale Consolidated Net Tangible Assets of the Principal Property to be leased are at least equal to the fair value of such Principal Property (Company as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days date of the effective date consummation of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied Transaction pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsSection 4.08(3).

Limitation on Sale and Lease-Back Transactions. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any of their Principal Properties unless: (a) the Company or such Restricted SubsidiarySubsidiary would be entitled under the provisions described in clauses (i) through (viii) of Section 4.06(b) to create, at incur, issue, assume or guarantee Indebtedness secured by a Mortgage on the time property to be leased without having to equally and ratably secure the Notes; (b) the Company or any of entering into a its Restricted Subsidiaries applies an amount equal to the amount of the net cash proceeds from the sale of the Principal Property sold in such Sale and Lease-Back TransactionTransaction within 365 days after the consummation thereof to make non-mandatory prepayments on long-term Indebtedness, would be entitled retire long-term Indebtedness or acquire, construct or improve a manufacturing plant or facility or other assets that are used or useful in their business; provided that any such long-term Indebtedness retired is pari passu with or senior to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to Notes; or (c) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Lease-Back TransactionTransaction and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted pursuant to clauses (a) or (b) of this Section 4.07), plus the aggregate principal amount (without duplication) of Indebtedness secured by Mortgages then outstanding (not including any such Indebtedness secured by Mortgages described in clauses (i) through (viii) of Section 4.06(b)) that do not equally and ratably securing secure the Securities pursuant Notes (or secure Notes on a basis that is prior to Section 1.3(1other Indebtedness secured thereby) above; or (b) the direct or indirect proceeds would not exceed 20% of the sale Consolidated Net Tangible Assets of the Principal Property to be leased are at least equal to the fair value of such Principal Property (Company as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days date of the effective date consummation of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied Transaction pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsc).

Limitation on Sale and Lease-Back Transactions. The Company will not, and nor will not it permit any Restricted Principal Subsidiary to, enter into any Sale and Lease-Back Transaction unless: with respect to any Principal Property (aexcept for (x) a transaction providing for a lease for a term, including any renewal thereof, of not more than three years, by the end of which term it is intended that the use of such Principal Property by the lessee NY12534: 53599.4 will be discontinued, (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, and (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest), unless either (i) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Principal Subsidiary would be entitled pursuant to incur Section 1007 to issue, assume or guarantee Indebtedness secured by a lien Lien on the such Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or or (bii) the direct Company or indirect proceeds of the sale of the such Principal Property Subsidiary shall apply or cause to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, applied within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of after the effective date of such Sale and Lease-Back Transaction Transaction, an amount equal to the Trustee for retirement and cancellation and Net Available Proceeds therefrom to (iiA) the principal amount acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Funded Indebtedness voluntarily retired of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company within or a Principal Subsidiary) which, in the case of such 180Indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities. Notwithstanding the foregoing, the Company or any Principal Subsidiary may enter into a Sale and Lease-day periodBack Transaction which would otherwise be prohibited by this Section 1008 to the extent that the Attributable Value thereof, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or together with all indebtedness secured by Liens permitted pursuant to mandatory sinking fund or mandatory prepayment provisionsthe last paragraph of Section 1007 and the Attributable Value of all other Sale and Lease-Back Transactions permitted by this paragraph, does not exceed 10% of Consolidated Net Tangible Assets of the Company.

Limitation on Sale and Lease-Back Transactions. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any of their Principal Properties unless: (a) the Company or such Restricted SubsidiarySubsidiary would be entitled under the provisions described in clauses (i) through (ix) of Section 4.06(b) to create, at issue, assume or guarantee Indebtedness secured by a Mortgage on the time property to be leased without having to equally and ratably secure the Notes; (b) the Company or any of entering into a its Restricted Subsidiaries applies an amount equal to the amount of the net cash proceeds from the sale of the Principal Property sold in such Sale and Lease-Back TransactionTransaction within 365 days after the consummation thereof to make non-mandatory prepayments on long-term Indebtedness, would be entitled retire long-term Indebtedness or acquire, construct or improve a manufacturing plant or facility or other assets that are used or useful in their business; provided that any such long-term Indebtedness retired is pari passu with or senior to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to Notes; or (c) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Lease-Back TransactionTransaction and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted pursuant to clauses (a) or (b) of this Section 4.07), plus the aggregate principal amount (without duplication) of Indebtedness secured by Mortgages then outstanding (not including any such Indebtedness secured by Mortgages described in clauses (i) through (ix) of Section 4.06(b)) that do not equally and ratably securing secure the Securities pursuant Notes (or secure Notes on a basis that is prior to Section 1.3(1other Indebtedness secured thereby) above; or (b) the direct or indirect proceeds would not exceed 20% of the sale Consolidated Net Tangible Assets of the Principal Property to be leased are at least equal to the fair value of such Principal Property (Company as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days date of the effective date consummation of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied Transaction pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsc).

Limitation on Sale and Lease-Back Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Consolidated Subsidiaries to, enter into any Sale and Lease-Back Transaction unlessinvolving any Principal Property unless either of the following conditions is met: (a1) after giving effect thereto, the Company or such Restricted Subsidiary, at the time aggregate amount of entering into a all Attributable Debt with respect to Sale and Lease-Back Transaction, would be entitled to incur Indebtedness Transactions plus the aggregate amount of Debt secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, Liens incurred without equally and ratably securing the Securities pursuant to Section 1.3(1) above2.9 would not exceed 10% of the Consolidated Net Tangible Assets of the Company and the Consolidated Subsidiaries; or (b2) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, the Company or such Consolidated Subsidiary applies to (A) the purchase retirement or acquisition prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (or, including that in the case of real propertya revolver or similar arrangement that makes credit available, commencement such commitment is so permanently reduced by such amount), or (B) the purchase of other property that will constitute Principal Property having a fair market value, in the opinion of the construction) Board of property or assets or to the retirement (other than Directors, at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount least equal to the sum of (i) the principal amount of Securities delivered within 180 days fair market value of the effective date of Principal Property leased in such Sale and Lease-Back Transaction to transaction, an amount not less than the Trustee for retirement greater of: (i) the Net Proceeds of the Sale and cancellation and Lease-Back Transaction; and (ii) the principal amount fair market value of other Funded Indebtedness voluntarily retired by the Principal Property so leased at the time of such transaction; (b) The restriction set forth in paragraph (a) above shall not apply to any Sale and Lease-Back Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.10 or in Section 2.9(a) with respect to any such transaction: (1) solely between the Company within such 180and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (2) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi-day governmental agency; or (3) in which the applicable lease is for a period, excluding retirements including renewal rights, of Securities and other Funded Indebtedness as a result of conversions three years or pursuant to mandatory sinking fund or mandatory prepayment provisionsless.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any Restricted Subsidiary toof its Subsidiaries, directly or indirectly, to enter into any Sale sale and Lease-Back Transaction lease‑back transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to or within 12 months after the Issue Date; (2) such transaction was for the sale and leasing back to the Company or a Subsidiary of any Principal Property; (3) such transaction involves a lease of a Principal Property executed by the time of or within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Principal Property; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Company or the applicable Subsidiary within a period of not more than three years); (5) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, applicable Subsidiary would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Lease-Back Transaction, lease‑back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.12(a); or (b6) the direct Company or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property to the purchase of another Principal Property or assets so leased is applied, to the retirement or other repayment or prepayment of long‑term Indebtedness within 180 365 calendar days of before or after the effective date of any such Sale sale and Lease-Back Transactionlease‑back transaction; provided that in lieu of applying such amount to such retirement, to the purchase repayment or acquisition (orprepayment, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated any Subsidiary ranking on a parity with or senior may deliver Notes to the Securities; provided that there shall trustee for cancellation, such Notes to be credited at the cost thereof to the amount of net worth proceeds required to be applied pursuant to this clause Company or such Subsidiary. (b) Notwithstanding Section 4.08(a), the Company and its Subsidiaries may enter into any sale and lease‑back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greater of (ia) the principal amount of Securities delivered within 180 days $2,500,000,000, and (b) 2.5 times EBITDA of the effective Company for the Measurement Period immediately preceding the closing date of such Sale the sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionslease‑back transaction.

Limitation on Sale and Lease-Back Transactions. The Company Holdings will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale and Lease-Back Transaction unless: (a1) the Company Holdings or such Subsidiary would be entitled under the provisions described in clauses (1) through (10) of Section 4.06(b) to create, issue, assume or guarantee indebtedness secured by a mortgage on the property to be leased without having to equally and ratably secure the Notes; (2) Holdings or any of its Restricted Subsidiary, at Subsidiaries applies an amount equal to the time amount of entering into a the net cash proceeds from the sale of the Sale and Lease-Back TransactionTransaction within 545 days after the consummation thereof to make non-mandatory prepayments on long- term indebtedness, would be entitled to incur Indebtedness secured by a lien on the Principal Property retire long-term indebtedness or to be leased otherwise reinvested in an amount at least equal the business of Holdings and its Restricted Subsidiaries (or, solely in the case of reinvestments (but not prepayments or retirements of indebtedness), committed to be so reinvested within 545 days and so reinvested within 180 days thereafter in the business of Holdings or its Restricted Subsidiaries); or (3) the sum of (a) the Attributable Debt of Holdings and its Restricted Subsidiaries in respect of such Sale and Lease‑Back Transaction and all other Sale and Lease-Back Transaction, without equally Transactions entered into after the Issue Date (other than any such Sale and ratably securing the Securities Lease-Back Transaction as would be permitted pursuant to Section 1.3(1clauses (1) above; oror (2) of this sentence), plus (b) the direct aggregate principal amount (without duplication) of (A) indebtedness secured by mortgages then outstanding (not including any such indebtedness secured by mortgages described in clauses (1) through (10) of Section 4.06(b)) that do not equally and ratably secure the Notes (or indirect proceeds secure Notes on a basis that is prior to other indebtedness secured thereby) and (B) Non-Guarantor Subsidiary Debt (not including any such Non-Guarantor Subsidiary Debt described in clauses (1) through (6) of Section 4.07(b)) would not exceed the sale greater of (x) $175 million and (y) 25% of Consolidated EBITDA for the Principal Property to be leased most recent four quarters for which statements are at least equal to available (trailing the fair value date of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date consummation of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied Transaction pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions3).

Limitation on Sale and Lease-Back Transactions. (a) The Company and the Guarantor will not, and will not permit any of the Company’s Domestic Restricted Subsidiary toSubsidiaries, to enter into any Sale transaction for the sale and Lease-Back Transaction leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (a1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company or a Domestic Restricted Subsidiary of any Principal Property; (3) such transaction involves a lease of a Principal Property executed by the time of or within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Principal Property; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Company or the applicable Domestic Restricted Subsidiary within a period of not more than three years); (5) the Company or such the applicable Domestic Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, Subsidiary would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in Liens with respect of to such Sale sale and Leaselease-Back Transaction, back transaction without equally and ratably securing the Securities Notes pursuant to Section 1.3(1) above4.09(a); or (b6) the direct Company or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and applicable Domestic Restricted Subsidiary applies an amount equal to the net proceeds from the sale of the property Principal Property, to the purchase of other Principal Property or assets so leased is appliedto the retirement, repurchase or other repayment or prepayment of long-term Indebtedness or a combination thereof within 180 365 calendar days of before or after the effective date of any such Sale sale and Leaselease-Back Transactionback transaction; provided that in lieu of applying such amount to such retirement, to the purchase repurchase, repayment or acquisition (orprepayment, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated any Domestic Restricted Subsidiary ranking on a parity with or senior may deliver Notes to the Securities; provided that there shall Trustee for cancellation, such Notes to be credited at the cost thereof to the amount Company or such Domestic Restricted Subsidiary. For the avoidance of net worth proceeds doubt, any transaction that is required to be applied pursuant accounted for as a sale and lease-back transaction in accordance with GAAP shall not be deemed to be a sale and lease-back transaction subject to the foregoing restrictions in this clause Section 4.08(a) unless such transaction involves an actual transfer of Principal Property. (b) Notwithstanding Section 4.08(a), the Company and its Domestic Restricted Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the sum greater of (ia) the principal amount of Securities delivered within 180 days $8,000,000,000, and (b) 3.0 times Consolidated EBITDA of the effective Company for the Measurement Period immediately preceding the closing date of such Sale the sale and Leaselease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisionsback transaction.

Limitation on Sale and Lease-Back Transactions. The Company Issuer will not, and nor will not it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: arrangement with any Person providing for the leasing by the Issuer or a Restricted Subsidiary as lessee of any Principal Property (a) except for temporary leases for a term of not more than three years), which property has been or is to be sold or transferred by the Company Issuer or such Restricted Subsidiary, at the time of entering into Subsidiary to such person (herein referred to as a “Sale and Lease-Back Transaction”), unless (a) the Issuer or such Restricted Subsidiary would be entitled to incur Indebtedness Debt secured by a lien Mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in respect without violation of such Sale Section 3.09 and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or of each series or (b) the direct or indirect proceeds of Issuer shall, and in any such case the sale of the Principal Property to be leased are at least Issuer covenants that it will, apply an amount equal to the greater of (i) the proceeds of such sale or transfer or (ii) the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is appliedto the defeasance or retirement (other than any mandatory retirement), within 180 120 days of the effective date of any such Sale and Lease-Back Transactionarrangement, of Senior Funded Indebtedness; provided, however, that the amount to be so applied to the purchase defeasance or acquisition (or, in the case retirement of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of such Senior Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior will be reduced by an amount (not previously used to the Securities; provided that there shall be credited to reduce the amount of net worth proceeds required to be applied pursuant to this clause (bsuch defeasance or retirement) an amount equal to the sum lesser of (ix) the principal amount expended by the Issuer since the date of Securities delivered this Indenture and within 180 days of twelve months prior to the effective date of any such Sale and Lease-Back Transaction to arrangement or within 120 days thereafter for the Trustee for retirement and cancellation and acquisition by it of unencumbered Principal Properties or (iiy) the principal amount of other Funded Indebtedness voluntarily retired fair value (as determined by the Company within Board of Directors) of unencumbered Principal Properties so acquired by the Issuer during such 180twelve-month period and 120-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale and Lease-Back Transactions. The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, enter into any arrangement with any Person providing for the leasing by the Company or a Subsidiary of the Company of any Principal Property, acquired or placed into service more than 180 days prior to such arrangement (except for leases of three years or less), whereby such property has been or is to be sold or transferred by the Company or any Subsidiary of the Company to such Person (herein referred to as a “Sale and Lease-Back Transaction Transaction”), unless: (a) the Company or such Restricted Subsidiaryany Subsidiary of the Company would, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien mortgage on the Principal Property property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, transaction without equally and ratably securing the Securities pursuant to Section 1.3(1) above3.5; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and Company shall covenant that it will apply an amount equal to the net proceeds from the sale of the property or assets Principal Property so leased is applied, to the retirement (other than any mandatory retirement) of its Funded Indebtedness within 180 90 days of the effective date of any such Sale and Lease-Back Transaction, provided that the amount to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or be applied to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of reduced by (i) the principal amount of any Securities delivered by the Company to the Trustee within 180 90 days of the effective date of after such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation cancellation, and (ii) the principal amount of Funded Indebtedness, other Funded Indebtedness than Securities, voluntarily retired by the Company within 90 days following such 180Sale and Lease-day periodBack Transaction, excluding retirements provided, further, the covenant contained in this Section 3.6 shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section 3.6, Attributable Debt with respect to any Sale and Lease-Back Transaction if: (1) such Sale and Lease-Back Transaction is entered into in connection with transactions which are part of Securities an industrial development or pollution control financing or, (2) the only parties involved in such Sale and other Funded Indebtedness as a result Lease-Back Transaction are the Company and/or any of conversions or pursuant its Subsidiaries. Notwithstanding the foregoing, the Company and its Subsidiaries may enter into, create, assume and suffer to mandatory sinking fund or mandatory prepayment provisionsexist Sale and Lease-Back Transactions, not otherwise permitted hereby, if at the time of, and after giving effect to, such Sale and Lease-Back Transaction, the total consolidated Attributable Debt of the Company and its Subsidiaries does not exceed 5% of Consolidated Net Tangible Assets.

Limitation on Sale and Lease-Back Transactions. The Neither the Company will not, and will not permit nor any Restricted Subsidiary to, may enter into any Sale and Lease-Back Transaction unlesswith respect to any Principal Property unless the aggregate amount of all Attributable Debt with respect to Sale and Lease-Back Transactions plus the aggregate amount of Indebtedness secured by Liens (and not otherwise excepted from the restriction on Liens described pursuant to Section 4.09 above) incurred without equally and ratably securing the Notes (or at the option of the Company on a senior basis) pursuant to Section 4.09 above, would not exceed 10% of Company’s Consolidated Net Tangible Assets. The foregoing restriction will not apply to, and there shall be excluded from Attributable Debt in any computation described herein or in Section 4.09 with respect to Sale and Lease-Back Transactions if: (ai) the lease in such Sale and Lease-Back Transaction is for a period, including renewal rights, of three years or less; (ii) the Company or such any Restricted Subsidiary, at within 180 days after the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in applies an amount at least equal to not less than the Attributable Debt in respect greater of such the net proceeds of the Sale and Lease-Back Transaction, without equally Transaction or the fair value of the Principal Property included in the Sale and ratably securing Lease-Back Transaction (as determined by the Securities pursuant Board of Directors) at the time of the Sale and Lease-Back Transaction to Section 1.3(1(a) above; or the prepayment or retirement of Notes or other Funded Debt of Company or any of its Restricted Subsidiaries or (b) the direct or indirect proceeds purchase of other property which will constitute Principal Property; provided, however, that the amount to be applied to the retirement of such Funded Debt of the sale Company or a Restricted Subsidiary shall be reduced by (x) the principal amount of any Notes, or other notes or debentures constituting such Funded Debt, delivered within such 180-day period to the Trustee or other applicable trustee for retirement and cancellation and (y) the principal amount of such Funded Debt, other than items referred to in the preceding clause (x), voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such sale; provided, further, that, notwithstanding the foregoing, no retirement referred to in this clause (i) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision; or (ii) to the purchase of other property which will constitute a Principal Property having a fair market value, in the opinion of the Principal Property to be leased are Board of Directors, at least equal to the fair market value of such the Principal Property leased in such sale and leaseback transaction; (as determined by iii) the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, Transaction in the case respect of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of SecuritiesPrincipal Property is made prior to, or of Funded Indebtedness of at the Company time of, or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days after the later of the effective date acquisition of the Principal Property or the completion of the construction thereon; (iv) the lease in such Sale and Lease-Back Transaction secures or relates to obligations issued by a state, territory or possession of the Trustee for retirement United States or the District of Columbia or any political subdivision or instrumentality of any of the foregoing to finance the acquisition or construction of property, and cancellation on which the interest is not, in the opinion of tax counsel or in accordance with an IRS ruling, includible in gross income of the Holder by reason of Section 103(a) of the Internal Revenue Code of 1986, as amended; or (v) such Sale and (ii) the principal amount of other Funded Indebtedness voluntarily retired by Lease-Back Transaction is entered into between the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions Restricted Subsidiary or pursuant to mandatory sinking fund or mandatory prepayment provisionsbetween Restricted Subsidiaries.