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

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Property.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary of its Significant Subsidiaries to, enter into any arrangement, directly or indirectly, Sale and Leaseback Transaction unless: (i) the Sale and Leaseback Transaction is solely with any Person providing for the leasing by the Company or any of its Restricted Subsidiaries; (ii) the lease is for a Restricted Subsidiary period not in excess of any Restricted Property owned at the date hereof24 months, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased including renewals; (a "Sale and Leaseback Transaction"), unless (aiii) the Company or such Restricted Significant Subsidiary would (at the time of entering into such arrangement) be entitled, pursuant to the provisions entitled under clauses (i) through (viii) of Section 10.054.03, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesNotes then outstanding under this Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Mortgage on such property or assets in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (biv) the Company or such Restricted Significant Subsidiary shall apply an amount equal to the proceeds from within 360 days after the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company property or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease assets in connection with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (A) the net proceeds of the sale of such property or assets or (B) the fair market value of such property or assets to (i) the retirement of the Notes, other Funded Debt of the Company ranking on a parity with the Notes or Funded Debt of a Restricted Subsidiary or (ii) the purchase of property or assets; or (v) the Attributable Debt of the Company and its Significant Subsidiary in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into within 180 days after the later Closing Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (i) through (iv) of this Section 4.04), plus the acquisitionaggregate principal amount of Indebtedness secured by Mortgages then outstanding (not including any such Indebtedness secured by Mortgages described in clauses (i) through (viii) of Section 4.03) which do not equally and ratably secure the Notes (or secure Notes on a basis that is prior to other Indebtedness secured thereby), completion would not exceed 10% of construction or commencement of operation of such Restricted PropertyConsolidated Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series Notes are Outstandingoutstanding, the Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement, directly Sale and Leaseback Transaction with respect to any Principal Property unless: (a) the Sale and Leaseback Transaction involves a lease for a term of not more than five years; (b) the Sale and Leaseback Transaction is between the Company and a Subsidiary Guarantor or indirectly, with any Person providing for the leasing by between Subsidiary Guarantors; (c) the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on such property or assets involved in such Sale and Leaseback Transaction without equally and ratably securing the Restricted Property Notes pursuant to be leased in Section 5.01; (d) the cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof or the debt attributable thereto and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, within 270 days of such sale to either (or a combination) of (bx) the Company or such Restricted Subsidiary shall apply an amount equal to retirement (other than the proceeds from the sale of such Restricted Property to the mandatory retirement, within 120 days mandatory prepayment or sinking fund payment or by payment at maturity) of the effective date of any such Sale and Leaseback Transaction, of Funded Debt long-term debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any long-term debt of a Restricted Subsidiary from: (aother than long-term debt that is subordinated to the Notes) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (by) entering into any Sale and Leaseback Transaction in respect the acquisition, purchase, improvement or development of any Restricted Property owned at other comparable property, including the date hereof by acquisition of other businesses; or (e) the Company or a Restricted Subsidiary, if such Attributable Debt of the Sale and Leaseback Transaction is entered into within 180 days after the later in an amount which, together with, without duplication, (i) all of the acquisitionAttributable Debt of the Company and its Restricted Subsidiaries under this clause (e), completion (ii) all other Indebtedness secured by a Lien that is not otherwise permitted by the provisions of construction or commencement clauses (a) through (m) pursuant to Section 5.01, and (iii) any Indebtedness incurred by a Subsidiary of operation the Company pursuant to clause (c) in Section 5.03 does not at the time of such Restricted Propertytransaction exceed 5% of the Consolidated Total Assets of the Company.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, enter Enter into any arrangement, directly or indirectly, arrangement with any Person providing for the leasing by the Company Parent Borrower or a Restricted Subsidiary any of any Restricted Property owned at the date hereof, its Subsidiaries of real or personal property which Restricted Property has been or is to be sold or transferred by the Company Parent Borrower or any such Restricted Subsidiary to such Person or to any other Person where to whom funds have been or are to be advanced to by such Person subject to a Lien on the Restricted Property to be leased security of such property or rental obligations of the Parent Borrower or such Subsidiary (any of such arrangements, a "“Sale and Leaseback Transaction"”), unless (a) the Company or such Restricted Subsidiary would Parent Borrower shall be entitledin compliance, pursuant on a pro forma basis after giving effect to the provisions consummation of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal to application of the proceeds from thereof, with the sale of such Restricted Property to Consolidated Leverage Ratio set forth in subsection 8.1(a), recomputed as at the retirement, within 120 days last day of the effective date of any such Sale and Leaseback Transaction, of Funded Debt most recently ended fiscal quarter of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent Parent Borrower for which the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, relevant information is available as if such Sale and Leaseback Transaction is had been consummated on the first day of the relevant period for testing such compliance (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such Sale and Leaseback Transaction), (b) the lease entered into within 180 days after by the later Parent Borrower or any of its Subsidiaries in connection with such Sale and Leaseback Transaction is either (i) a Financing Lease or (ii) a lease the payments under which will be treated as an operating expense for purposes of determining EBITDA, and (c) an amount equal to 100% of the acquisition, completion of construction or commencement of operation Net Cash Proceeds of such Restricted PropertySale and Leaseback Transaction is applied in accordance with subsection 4.4(b)(iv).

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding(a) Prior to a Fall Away Event, the Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if: (1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction under Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12(a) hereof; (2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that Sale and Leaseback Transaction; and (3) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof. (b) After a Fall Away Event, the Company shall not, and shall not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction")Transaction involving any Principal Property, unless except for any Sale and Leaseback Transaction involving a lease not exceeding three years, unless: (a1) the Company or such that Restricted Subsidiary Subsidiary, as applicable, would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on that Principal Property without equally and ratably securing the Restricted Property to be leased in Notes; (2) an amount equal to the Attributable Debt with respect to such of the Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or is applied within 180 days to: (bA) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date voluntary retirement of any such Sale and Leaseback Transaction, of Funded Debt Indebtedness of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: maturing more than one year after the date incurred, and which is senior to or pari passu in right of payment with the Notes; or (aB) entering the purchase of other property that will constitute Principal Property having a value at least equal to the net proceeds of the sale; or (3) the Company or that Restricted Subsidiary, as applicable, delivers to the Trustee for cancellation Notes in an aggregate principal amount at least equal to the net proceeds of the sale. (c) Notwithstanding anything to the contrary in this Section 4.16, after a Fall Away Event, the Company may enter into any Sale and Leaseback Transaction Transactions that would not involving otherwise be permitted under the limitations described in Section 4.16(b) above, provided that the sum of the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens on any properties or assets of the Company and any Restricted Subsidiaries (other than (1) Indebtedness secured solely by Fall Away Permitted Liens, (2) Indebtedness that is secured equally and ratably with (or on a lease basis subordinated to) the Notes and (3) the Notes) and the aggregate amount of all Attributable Debt of the Company and its Restricted Subsidiaries with a term of more than three years, or (b) entering into any respect to all Sale and Leaseback Transaction in respect of any Restricted Property owned Transactions outstanding at the date hereof by the Company or a Restricted Subsidiary, if such time (other than Sale and Leaseback Transaction is entered into within 180 days after the later Transactions permitted by Section 4.16(b) above), would not exceed 10.0% of the acquisition, completion Consolidated Net Tangible Assets of construction or commencement of operation of such the Company and its Restricted PropertySubsidiaries.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series Notes are Outstandingoutstanding, the Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement, directly Sale and Leaseback Transaction with respect to any Principal Property unless: (a) the Sale and Leaseback Transaction involves a lease for a term of not more than five years; (b) the Sale and Leaseback Transaction is between the Company and a Subsidiary Guarantor or indirectly, with any Person providing for the leasing by between Subsidiary Guarantors; (c) the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on such property or assets involved in such Sale and Leaseback Transaction without equally and ratably securing the Restricted Property Notes pursuant to be leased in Section 4.01; (d) the cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof or the debt attributable thereto and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, within 270 days of such sale to either (or a combination) of (bx) the Company or such Restricted Subsidiary shall apply an amount equal to retirement (other than the proceeds from the sale of such Restricted Property to the mandatory retirement, within 120 days mandatory prepayment or sinking fund payment or by payment at maturity) of the effective date of any such Sale and Leaseback Transaction, of Funded Debt long-term debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any long-term debt of a Restricted Subsidiary from: (aother than long-term debt that is subordinated to the Notes) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (by) entering into any Sale and Leaseback Transaction in respect the acquisition, purchase, improvement or development of any Restricted Property owned at other comparable property, including the date hereof by acquisition of other businesses; or (e) the Company or a Restricted Subsidiary, if such Attributable Debt of the Sale and Leaseback Transaction is entered into within 180 days after the later in an amount which, together with, without duplication, (i) all of the acquisitionAttributable Debt of the Company and its Restricted Subsidiaries under this clause (e), completion (ii) all other Indebtedness secured by a Lien that is not otherwise permitted by the provisions of construction or commencement clauses (a) through (m) pursuant to Section 4.01, and (iii) any Indebtedness incurred by a Subsidiary of operation the Company pursuant to clause (c) in Section 4.03 does not at the time of such Restricted Propertytransaction exceed 10% of the Consolidated Total Assets of the Company.

Limitation on Sale and Leaseback Transactions. So long as (a) The Company and the Securities of any Series are Outstanding, the Company Issuer will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement (a “Sale and Leaseback Transaction”) with any Person providing for the leasing by to the Company Company, the Issuer or a any Restricted Subsidiary of any Restricted Property owned at the date hereofPrincipal Property, which Restricted where such Principal Property has been or is to be sold or transferred by the Company Company, the Issuer or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction")Person, unless either: (a1) the Company Company, the Issuer or such Restricted Subsidiary would be entitled, pursuant entitled to the provisions of Section 10.05, to incur Secured Indebtedness secured by create a Lien on the Restricted such Principal Property to be leased in securing an amount at least equal to the Attributable Debt with respect to such Sale and Leaseback Transaction arrangement, without equally and ratably securing (or securing on a senior basis, as applicable) the Outstanding Securities, Notes or the Note Guarantees pursuant to Section 4.4; or (b2) the Company or such Restricted Subsidiary shall apply applies an amount equal to the greater of the net proceeds from the sale of such Restricted Property sale or the Attributable Debt with respect to such arrangement to the retirementretirement of Indebtedness that matures more than twelve months after the creation of such Indebtedness or to the purchase of assets that are useful to the Company’s business or a combination thereof. (b) This restriction on Sale and Leaseback Transactions does not apply to any transaction (A) involving a lease for a term of not more than three years (or which may be terminated by the Company, the Issuer or the applicable Restricted Subsidiary within 120 days 3 years); or (B) between any of the effective Company, the Issuer or the Restricted Subsidiaries. (c) Notwithstanding the foregoing, the Company, the Issuer and the Restricted Subsidiaries may enter into a Sale and Leaseback Transaction in addition to those permitted above, provided, however, that after giving effect thereto, Exempted Debt does not exceed 10% of Consolidated Total Assets of the Company measured as of the date of Incurrence of any Exempted Debt. (d) For the purpose of this Section 4.5: (1) in determining compliance with any U.S. dollar-denominated restriction on the entering into of any Sale and Leaseback Transaction, the U.S. dollar-equivalent principal amount of Attributable Debt denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Attributable Debt was Incurred in respect of such Sale and Leaseback Transaction; and (2) the maximum amount of Attributable Debt that the Company, the Issuer and the Restricted Subsidiaries may Incur in respect of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction shall not involving be deemed to be exceeded solely as a lease with a term result of more than three years, or (b) entering into any Sale and Leaseback Transaction fluctuations in respect the exchange rate of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertycurrencies.

Limitation on Sale and Leaseback Transactions. So long as (a) Prior to the Securities of any Series are OutstandingTermination Date, the Company will Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that Parent or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if: (1) Parent or such Restricted Subsidiary could have incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction pursuant to Section 4.09; (2) the Lien to secure such Indebtedness does not extend to or cover any assets of Parent or any of its Restricted Subsidiaries other than the assets which are the subject of the Sale and Leaseback Transaction; (3) the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the Fair Market Value of the asset that is the subject of such Sale and Leaseback Transaction; and (4) the Transfer of assets in such Sale and Leaseback Transaction is permitted by, and the proceeds of such transaction are applied in compliance with Section 4.12. (b) Following the Termination Date, Parent shall not, nor shall it permit any Principal Properties Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person providing for the leasing (as lessee) by the Company Parent or a Restricted any Principal Properties Subsidiary of any Restricted Principal Property owned at the date hereof(except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between Parent and a Principal Properties Subsidiary or between Principal Properties Subsidiaries) which Restricted Property property has been or is to be sold or transferred by the Company Parent or such Restricted a Principal Properties Subsidiary to such Person or person (herein referred to any other Person where funds have been or are to be advanced to such Person subject to as a Lien on the Restricted Property to be leased (a "“Post Termination Date Sale and Leaseback Transaction"), ”) unless either (ai) the Company Parent or such Restricted Principal Properties Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction property without equally and ratably securing the Outstanding Securities, Notes or the Note Guarantees pursuant to clause (b) of Section 4.11 or (ii) the Company or net proceeds of such Restricted Subsidiary sale are at least equal to the fair value (as determined by the Board of Directors) of such property and Parent shall apply an amount equal to the net proceeds from the sale of such Restricted Property sale to (A) the retirementretirement (other than any mandatory retirement or payment at maturity) of (x) Notes (other than any retirement prohibited by the terms of any Notes pursuant to prohibitions on advance refundings) or (y) Funded Debt of Parent, either Issuer or any Principal Properties Subsidiary ranking prior to or on a parity with the Notes or (B) the acquisition, construction or improvement of a Principal Property, within 120 days of the effective date of any such arrangement. (c) Notwithstanding the provisions of clause (b) of this Section 4.15, Parent or any Principal Properties Subsidiary may enter into Post Termination Date Sale and Leaseback TransactionTransactions, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned if at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation time of such Restricted Propertyentering into, and after giving effect thereto, Exempted Indebtedness does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as IR Parent covenants and agrees for the Securities benefit of each series of Securities, other than any Series are Outstandingseries established by or pursuant to a Board Resolution or an Officer’s Certificate of the Issuer of such series or in one or more supplemental indentures hereto which specifically provides otherwise, the Company that IR Parent will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person providing person for the leasing by the Company IR Parent or a Restricted Subsidiary (except for leases for a term of not more than three years and for leases of a part of a Principal Property which has been sold, for use in connection with the winding up or termination of the business conducted on such Principal Property, and except, in the case of a Restricted Subsidiary, a lease to IR Parent or another Restricted Subsidiary) of any Restricted Principal Property (whether now owned at the date hereofor hereafter acquired), which Restricted Principal Property has been or is intended to be sold or transferred by the Company IR Parent or such Restricted Subsidiary to such Person or person (herein referred to any other Person where funds have been or are to be advanced to such Person subject to as a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Transaction"”), unless (a) the Company IR Parent or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.051004, to incur Secured Indebtedness indebtedness secured by a Lien Mortgage on the Restricted such Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or IR Parent shall (and in any such Restricted Subsidiary shall case IR Parent covenants that it will) apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 180 days of the effective date of any such Sale and Leaseback TransactionTransaction an amount equal to the fair value (as determined by its Board of Directors) of such Principal Property so leased (i) to the retirement (other than by payment at maturity or to satisfy the mandatory requirements of any sinking, of Funded Debt purchase or analogous fund or prepayment provision) of the Company Securities or such other Funded Indebtedness of IR Parent or any Restricted Subsidiary; Subsidiary ranking on a parity with the Securities, provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect amount to be applied to the retirement of any Restricted Property owned at Funded Indebtedness as provided under this clause (i) shall be reduced by (x) the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into principal amount of any Securities delivered within 180 days after such sale or transfer to the later of Trustee for the acquisition, completion of construction or commencement of operation Securities of such Restricted Propertyseries for retirement and cancellation and (y) the principal amount of other Funded Indebtedness ranking on a parity with the Securities voluntarily retired by IR Parent within 180 days after such sale or transfer; or (ii) to the purchase, improvement or construction of properties which are Principal Properties, provided, that if only a portion of such proceeds is designated as a credit against such purchase, improvement or construction, IR Parent shall apply an amount equal to the remainder as provided in clause (i); and promptly after the expiration of such 180-day period IR Parent shall have delivered to the Trustee for the Securities of such series an Officer’s Certificate setting forth in reasonable detail all material facts necessary to show compliance with this subsection.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company The Issuer agrees that it will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person providing for the leasing by the Company Issuer or a Restricted Subsidiary of any Restricted Property owned at the date hereofPrincipal Property, which Restricted 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 Issuer or such Restricted any Subsidiary to such Person or (herein referred to any other Person where funds have been or are to be advanced to such Person subject to as a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Lease-Back Transaction"”), unless unless: (ai) the Company Issuer or such Restricted any Subsidiary would would, at the time of entering into a Sale and Lease-Back Transaction, be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien mortgage on the Restricted Property property to be leased in an amount at least equal to the Attributable Debt with in respect to of such Sale and Leaseback Transaction transaction without equally and ratably securing the Outstanding Securities, or Notes pursuant to Section 3.4 hereof; or (bii) the Company Issuer shall covenant that it will apply or such Restricted Subsidiary shall apply cause to be applied an amount equal to the net proceeds from the sale of such Restricted the Principal Property so leased to the retirement (other than any mandatory retirement, ) of its Funded Indebtedness within 120 90 days of the effective date of any such Sale and Leaseback Lease Back Transaction, provided that the amount to be applied to the retirement of Funded Debt Indebtedness of the Company or Issuer shall be reduced by (i) the principal amount of any Notes delivered by the Issuer to the Trustee within 90 days after such Restricted Subsidiary; Sale and Lease-Back Transaction for retirement and cancellation, and (ii) the principal amount of Funded Indebtedness, other than Notes, voluntarily retired by the Issuer within 90 days following such Sale and Lease-Back Transaction, provided, howeverfurther, that the covenant contained in this Section 10.06 shall not prevent the Company or apply to, and there shall be excluded from Attributable Debt in any Restricted Subsidiary from: (a) entering into computation under this Section, Attributable Debt with respect to any Sale and Leaseback Lease-Back Transaction not involving a lease with a term of more than three years, or if: (bA) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Lease-Back Transaction is entered into within 180 days in connection with transactions which are part of an industrial development or pollution control financing, or (B) the only parties involved in such Sale and Lease-Back Transaction are the Issuer and any Subsidiary or any Subsidiaries. Notwithstanding these restrictions on Sale and Lease-Back Transaction, the Issuer and its Subsidiaries may enter into, create, assume and suffer to exist 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 later total consolidated Attributable Debt of the acquisition, completion Issuer and its Subsidiaries does not exceed 10% of construction or commencement of operation of such Restricted PropertyConsolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement, directly or indirectly, Sale/Leaseback Transaction involving any Principal Property with any Person providing for the leasing by (other than the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereofCompany) unless: (a) At the time of entering into such Sale/Leaseback Transaction, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by Debt, in a Lien on the Restricted Property to be leased in an principal amount equal to the Attributable Debt Indebtedness with respect to such Sale Sale/Leaseback Transaction, secured by a mortgage on the Principal Property subject to such Sale/Leaseback Transaction, pursuant to Section 1009 of the Indenture and Leaseback Transaction Section 6.01 hereof without equally and ratably securing the Outstanding Securities, or Notes pursuant to such provisions; (b) After the date on which the Notes are first issued and within a period commencing six months prior to the consummation of such Sale/Leaseback Transaction and ending six months after the consummation thereof, the Company or such Restricted Subsidiary shall apply have expended for property used or to be used in the ordinary course of business of the Company or such Subsidiary (including amounts expended for additions, expansions, alterations, repairs and improvements thereto) an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction, and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) During the 12-month period after the effective date of such Sale/Leaseback Transaction, the Company shall have applied to the voluntary defeasance or retirement of Securities or any pari passu indebtedness of the Company an amount equal to the net proceeds from of the sale of such Restricted Property to the retirement, within 120 days or transfer of the effective date of any property leased in such Sale and Sale/Leaseback Transaction, which amount shall not be less than the fair value of Funded Debt such property at the time of entering into such Sale/Leaseback Transaction (adjusted to reflect any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Notes and pari passu indebtedness voluntarily defeased or retired by the Company within such Restricted Subsidiary; provided, however, that this Section 10.06 shall 12-month period and not prevent designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if during such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertyperiod.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Person providing for the leasing by Sale and Leaseback Transaction, other than a Sale and Leaseback Transaction between the Company or a Restricted Subsidiary of any on the one hand and a Restricted Property owned at the date hereof, which Restricted Property has been Subsidiary or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction")other hand, unless (ai) the Company or such Restricted Subsidiary would be entitled, pursuant entitled to Incur a Lien to secure Debt by reason of the provisions of Section 10.051015, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased equal in an amount equal to the Attributable Debt Value of the Sale and Leaseback Transaction, without equally and ratably securing the Securities and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1018 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction without equally as Net Available Proceeds for purposes of such Section 1018. SECTION 1018. Limitation on Asset Dispositions. -------------------------------- The Company shall not, and ratably securing the Outstanding Securitiesshall not permit any Restricted Subsidiary to, or make any Asset Disposition unless: (bi) the Company or the Restricted Subsidiary, as the case may be, receives consideration for such Restricted Subsidiary shall apply an amount disposition at least equal to the proceeds from Fair Market Value for the sale assets sold or disposed of as determined by the Board of Directors in good faith and evidenced by a Board Resolution; and (ii) at least 75% of the consideration for such Restricted Property disposition consists of cash or cash equivalents or the assumption of Debt of the Company (other than Debt that is subordinated to the retirementSecurities) or of the Restricted Subsidiary and release from all liability on the Debt assumed. If the aggregate of Net Available Proceeds within any twelve-month period exceeds $5 million, then all such Net Available Proceeds shall be applied within 120 360 days of the effective last such Asset Disposition (1) first, to the permanent repayment or reduction of Debt then outstanding under any Credit Facility, to the extent such agreements would require such application or prohibit payments pursuant to clause (2) following; (2) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities plus accrued and unpaid interest thereon and premium, if any, to the purchase date and, to the extent required by the terms thereof, any other Debt of the Company that is pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date (or 100% of the accreted value plus accrued and unpaid interest and premium, if any, to the purchase date in the case of original issue discount Debt); (3) third, to the extent of any such Sale and Leaseback Transactionremaining Net Available Proceeds following the completion of the Offer to Purchase, to the repayment of Funded other Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term Debt of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale to the extent permitted under the terms thereof; and Leaseback Transaction (4) fourth, to the extent of any remaining Net Available Proceeds, to any other use as determined by the Company which is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertynot otherwise prohibited by this Indenture.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, Neither the Company will notnor any of its Subsidiaries may enter into, and will not permit any Restricted Subsidiary toassume, enter into any arrangement, directly guarantee or indirectly, otherwise become liable with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or respect to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction")Transaction involving any Property, if the latest to occur of the acquisition, the completion of construction or the commencement of commercial operation of such Property shall have occurred more than 180 days prior thereto, unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur could create Secured Indebtedness Debt secured by a Lien on such Property under the Restricted Property to be leased restrictions described in Section 9.8 in an amount equal to the Attributable Debt with respect to such the Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, Securities or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirementSubsidiary, within 120 180 days of from the effective date of any such Sale and Leaseback Transaction, applies an amount not less than the greater of Funded Debt (i) the net proceeds of the Company sale of such Property leased pursuant to such arrangement or (ii) the fair value, in the opinion of the Board of Directors, of such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent Property (as of the Company or any Restricted Subsidiary from: (a) time of entering into such Sale and Leaseback Transaction) to (x) the retirement of its Funded Debt, including, for this purpose, any currently maturing portion of such Funded Debt, or (y) the purchase of other property having a fair value (as of the time of such purchase), in the opinion of the Board of Directors, at least equal to the fair value, in the opinion of the Board of Directors, of the Property leased in such Sale and Leaseback Transaction (as of the time of entering into such Sale and Leaseback Transaction). This restriction will not apply to any Sale and Leaseback Transaction not involving a lease with a (1) between the Company and any Subsidiary or between any Subsidiaries, (2) entered into prior to the date of this Indenture or (3) for which, at the time the transaction is entered into, the term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by related lease to the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later Subsidiary of the acquisition, completion of construction Property sold pursuant to such transaction is three years or commencement of operation of such Restricted Propertyless.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, of its Subsidiaries to enter into any sale and leaseback transaction involving any Principal Property, unless within 270 days, the Company applies (1) to the purchase, construction, development, expansion or improvement of other property or equipment used or useful in the Company’s business or (2) to the retirement of the Company’s Funded Debt an amount not less than the greater of: (1) the net proceeds of the sale of the Principal Property sold and leased back pursuant to the arrangement; and (2) the amount of Attributable Debt associated with the Principal Property sold and leased back. (b) The amount required to be applied to the retirement of Funded Debt in satisfaction of clause (2) of the preceding paragraph shall be reduced by (1) the principal amount of any debt securities delivered within 120 days after the sale and leaseback transaction to the Trustee for retirement and cancellation, directly and (2) the principal amount of Funded Debt, other than debt securities, voluntarily retired by the Company within 120 days after the sale and leaseback transaction. Notwithstanding the foregoing, no retirement of Funded Debt may be effected by payment at maturity or indirectly, with pursuant to any Person providing for mandatory prepayment provision. (c) The limitations contained in Section 4.2(a) shall not apply to the leasing by following: (1) a sale and leaseback transaction if the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is would be entitled to be sold or transferred incur Debt secured by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien lien on the Restricted Principal Property to be leased (a "Sale leased, without equally and Leaseback Transaction")ratably securing the Notes, unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an aggregate principal amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or leaseback transaction; (b2) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with leases for a term of not more than three years; (3) a sale and leaseback transaction between the Company and a Subsidiary or between Subsidiaries; or (4) if, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by time of the Company or a Restricted Subsidiarysale and leaseback transaction, if such Sale after giving effect to the transaction the total Attributable Debt of all sale and Leaseback Transaction is leaseback transactions entered into within 180 days after the later pursuant to Section 4.2(c)(1), plus all outstanding secured debt (excluding Debt secured by Permitted Liens) does not exceed 15% of the acquisition, completion of construction or commencement of operation of such Restricted PropertyCompany’s Consolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, Sale and Leaseback Transaction with respect to any Person providing for Principal Property unless: (1) the leasing by Sale and Leaseback Transaction is solely with the Company or a Restricted Subsidiary Guarantor; (2) the lease is for a period not in excess of any Restricted Property owned at the date hereof36 months, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased including renewals; (a "Sale and Leaseback Transaction"), unless (a3) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled, pursuant to entitled as described in clauses (1) through (27) of the provisions definition of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction “Permitted Liens,” without equally and ratably securing the Outstanding SecuritiesNotes then outstanding under the Indenture, to create, Incur, issue, assume or Guarantee Debt secured by a Lien on such Principal Property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (b4) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from within 360 days after the sale of such Restricted Principal Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease in connection with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if which such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (a) the net proceeds of the sale of such property or (b) the fair market value of such property to (i) the permanent retirement of the Notes, other Debt of the Company ranking equally in right of payment with the Notes or Debt of a non-Guarantor Subsidiary or (ii) the purchase of property; or (5) the Attributable Debt of the Company and its Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into within 180 days after the later Issue Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (1) through (4) of this Section 4.05), plus the aggregate principal amount of Debt secured by Liens on properties then outstanding (not including any such Debt secured by Liens described in clauses (1) through (26) of the acquisitiondefinition of “Permitted Liens”) which do not equally and ratably secure the outstanding Notes (or secure the outstanding Notes on a basis that is prior to other Debt secured thereby), completion would not exceed 15% of construction or commencement of operation of such Restricted PropertyConsolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as If the series of Securities of any Series are Outstandingis Senior Indebtedness, the Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) at the time of such transaction, the Company or such Restricted Subsidiary would be entitled, pursuant permitted to the provisions of Section 10.05, to incur Secured Incur Indebtedness secured by a Lien on the Restricted Property property or asset to be leased under clause (i) of the definition of “Permitted Liens” in an amount at least equal to the Attributable Debt with respect to such the Sale and Leaseback Transaction without equally and ratably securing the Outstanding series of Securities, or (b) such Sale and Leaseback Transaction is between the Company and a Subsidiary or between Subsidiaries, or (c) such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale Sale and Leaseback Transaction is for a term, including renewal rights, of such Restricted Property to the retirement, not more than three years or (d) within 120 180 days of the effective date of any such the Sale and Leaseback Transaction, the Company or such Subsidiary commits to apply an amount not less than the greater of Funded Debt (i) the net proceeds of the sale of the property or asset leased pursuant to such arrangement or (ii) the Fair Market Value (as determined by the Board of Directors or the board of directors of such Subsidiary) of such property or asset to retire the series of Securities or any other Senior Indebtedness of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term maturity of more greater than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at one year from the date hereof of determination or to purchase other property having a fair market value (as determined by the Company Board of Directors or a Restricted the board of directors of such Subsidiary, if ) at least equal to the Fair Market Value of the property or asset leased in such Sale and Leaseback Transaction is entered into (and in fact applies such amount within 180 360 days after the later of the acquisition, completion effective date of construction or commencement of operation of such Restricted Propertythe Sale and Leaseback Transaction).

Limitation on Sale and Leaseback Transactions. So long as The Guarantor covenants and agrees for the Securities benefit of each series of Securities, other than any Series are Outstandingseries established by or pursuant to a Board Resolution of the Guarantor or in one or more supplemental indentures hereto which specifically provides otherwise, the Company that it will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person providing person for the leasing by the Company Guarantor or a Restricted Subsidiary (except for leases for a term of not more than three years and for leases of a part of a Principal Property which has been sold, for use in connection with the winding up or termination of the business conducted on such Principal Property, and except, in the case of a Restricted Subsidiary, a lease to the Guarantor or another Restricted Subsidiary) of any Restricted Principal Property (whether now owned at the date hereofor hereafter acquired), which Restricted Principal Property has been or is intended to be sold or transferred by the Company Guarantor or such Restricted Subsidiary to such Person or person (herein referred to any other Person where funds have been or are to be advanced to such Person subject to as a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Transaction"”), unless (a) the Company Guarantor or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.051004, to incur Secured Indebtedness indebtedness secured by a Lien Mortgage on the Restricted such Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or Guarantor shall (and in any such Restricted Subsidiary shall case the Guarantor covenants that it will) apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 180 days of the effective date of any such Sale and Leaseback TransactionTransaction an amount equal to the fair value (as determined by its Board of Directors) of such Principal Property so leased (i) to the retirement (other than by payment at maturity or to satisfy the mandatory requirements of any sinking, of Funded Debt purchase or analogous fund or prepayment provision) of the Company Securities or such other Funded Indebtedness of the Guarantor or any Restricted Subsidiary; Subsidiary ranking on a parity with the Securities, provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect amount to be applied to the retirement of any Restricted Property owned at Funded Indebtedness as provided under this Clause (i) shall be reduced by (x) the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into principal amount of any Securities delivered within 180 days after such sale or transfer to the later of Trustee for the acquisition, completion of construction or commencement of operation Securities of such Restricted Propertyseries for retirement and cancellation and (y) the principal amount of other Funded Indebtedness ranking on a parity with the Securities voluntarily retired by the Guarantor within 180 days after such sale or transfer; or (ii) to the purchase, improvement or construction of properties which are Principal Properties, provided, that if only a portion of such proceeds is designated as a credit against such purchase, improvement or construction, the Guarantor shall apply an amount equal to the remainder as provided in Clause (i); and promptly after the expiration of such 180-day period the Guarantor shall have delivered to the Trustee for the Securities of such series an Officer’s Certificate setting forth in reasonable detail all material facts necessary to show compliance with this Subsection.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company The Issuer will not, and will not permit any Restricted Subsidiary to, enter into engage in any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless Transaction unless: (a1) the Company The Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on Debt pursuant to Section 4.11 equal in amount to the Restricted Property net proceeds of the property sold or transferred or to be leased in an amount equal sold or to the Attributable Debt with respect be transferred pursuant to such Sale and Leaseback Transaction and secured by a Security Interest on the property to be leased, without equally and ratably securing the Outstanding Securities, debt securities outstanding under this Indenture as provided under Section 4.11; or (2) The Issuer or (b) the Company or such a Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirementapply, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, completion construction, development or improvement of construction properties, facilities or commencement equipment which are, or upon such acquisition, construction, development or improvement will be, a Principal Facility or Principal Facilities or a part thereof or (ii) the redemption of operation Notes issued under this Indenture or to the repayment or redemption of long-term Indebtedness of the Issuer, or any Restricted Subsidiary, or in part to such acquisition, construction, development or improvement and in part to such redemption and/or repayment. In lieu of applying an amount equal to such net proceeds to such redemption the Issuer may, within 180 days after such sale or transfer, deliver to the appropriate indenture trustee Notes issued under this Indenture or long-term Indebtedness for cancellation and thereby reduce the amount to be applied to the redemption of such Restricted PropertyNotes or long-term Indebtedness by an amount equivalent to the aggregate principal amount of Notes or long-term Indebtedness.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement after the Issue Date with any Person bank, insurance company or other lender or investor (other than the Company or another Restricted Subsidiary) providing for the leasing by the Company or any such Restricted Subsidiary for a period of more than three years (other than pursuant to so-called synthetic lease or tax retention operating lease transactions) of any property or assets which (x) at the time of such lease have been or are to be owned by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has for more than 180 days and (y) have been or is are to be sold or transferred by the Company or such Restricted Subsidiary to such Person lender or investor or to any other Person where person to whom funds have been or are to be advanced to by such Person subject to a Lien lender or investor on the Restricted Property to be leased security of such property or assets (a "“Sale and Leaseback Transaction"”), unless either: (a1) the Company or such and its Restricted Subsidiary Subsidiaries would be entitled, pursuant to the provisions of Section 10.05‎Section 5.01, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased such property or assets in an a principal amount equal to or exceeding the Attributable Debt with in respect to of such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or Notes; or (b2) the Company Company, within 180 days after the sale or such transfer, applies or causes a Restricted Subsidiary shall to apply an amount equal to the greater of the net proceeds from the sale of such Restricted Property sale or transfer or the fair value of such property at the time of entering into such sale and leaseback transaction (as determined by any two of the following: the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer and the Controller of The Company) to the retirementretirement of Notes or other Funded Debt, within 120 days of the effective date Company (other than Funded Debt subordinated in right of payment to the Notes) or Funded Debt of a Restricted Subsidiary; provided that the amount to be so applied shall be reduced by (i) the principal amount of the Notes delivered within 180 days after such sale or transfer to the trustee for retirement and cancellation, and (ii) the principal amount of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into other than the Notes, voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such sale or transfer, excluding in the later case of the acquisitionboth (i) and (ii), completion of construction retirement pursuant to any mandatory prepayment or commencement of operation of such Restricted Propertyby payment at maturity.

Limitation on Sale and Leaseback Transactions. So long as After the Securities date of any Series are Outstandingthis Indenture, the Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) at the time of such transaction, the Company or such Restricted Subsidiary would be entitled, pursuant permitted to the provisions of Section 10.05, to incur Secured Incur Indebtedness secured by a Lien on the Restricted Property property or asset to be leased under clause (i) of the definition of “Permitted Liens” in an amount at least equal to the Attributable Debt with respect to such the Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesSenior Notes, or (b) such Sale and Leaseback Transaction is between the Company and a Subsidiary or between Subsidiaries, or (c) such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale Sale and Leaseback Transaction is for a term, including renewal rights, of such Restricted Property to the retirement, not more than three years or (d) within 120 180 days of the effective date of any such the Sale and Leaseback Transaction, the Company or such Subsidiary commits to apply an amount not less than the greater of Funded Debt (i) the net proceeds of the sale of the property or asset leased pursuant to such arrangement or (ii) the Fair Market Value (as determined by the Board of Directors or the board of directors of such Subsidiary) of such property or asset to retire the Senior Notes or any other Senior Indebtedness of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term maturity of more greater than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at one year from the date hereof of determination or to purchase other property having a fair market value (as determined by the Company Board of Directors or a Restricted the board of directors of such Subsidiary, if ) at least equal to the Fair Market Value of the property or asset leased in such Sale and Leaseback Transaction is entered into (and in fact applies such amount within 180 360 days after the later of the acquisition, completion effective date of construction or commencement of operation of such Restricted Propertythe Sale and Leaseback Transaction).

Limitation on Sale and Leaseback Transactions. So Subject to Sections 10.15 and 10.16, so long as the any Securities of any Series are Outstanding, neither the Company will notnor the Guarantor will, and the Guarantor will not permit any Restricted Subsidiary to, enter into any arrangementsale and leaseback transaction with respect to any Principal Property unless: (i) the sale and leaseback transaction is solely with the Company, directly or indirectly, with any Person providing for the leasing by the Company Guarantor or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased Subsidiary; (a "Sale and Leaseback Transaction"), unless (aii) the Company lease is for a period not in excess of five years, including renewal rights; (iii) the lease secures or relates to in- dustrial revenue or pollution control bonds; (iv) the Company, the Guarantor or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled, pursuant to entitled as described in clauses (i) through (viii) of the provisions second paragraph of Section 10.0510.4, without equally and ratably securing the Securities then outstanding, to incur Secured create, incur, assume, guarantee or otherwise permit to exist Indebtedness secured by a Lien on such Principal Property in the amount of the Attributable Indebtedness arising from such sale and leaseback transaction; (v) the Company, the Guarantor or such Restricted Subsidiary, within 180 days after the sale of such Principal Property to be leased in connection with such sale and leaseback transaction is completed, applies an amount equal to the greater of (A) the net proceeds of the sale of the Principal Property leased and (B) the fair market value of the Principal Property leased to (1) the retirement of Securities or other Funded Indebtedness of the Company, the Guarantor or a Restricted Subsidiary or (2) the purchase of other property which will constitute a Principal Property having a value at least equal to the value of the Principal Property leased; or (vi) the Attributable Debt with Indebtedness of the Company, the Guarantor and the Restricted Subsidiaries in respect to of such Sale sale and Leaseback Transaction without leaseback transaction and all other sale and leaseback transactions entered into after the date of this Indenture (other than any such sale and leaseback transactions as would be permitted as described in clauses (i) through (v) of this sentence), plus the aggregate principal amount of Indebtedness secured by Liens on Principal Properties then outstanding (not including any such Indebtedness secured by Liens described in clauses (i) through (viii) of the second paragraph of Section 10.4) which do not equally and ratably securing the Outstanding Securitiessecure such outstanding Securities (or secure such outstanding Securities on a basis that is prior to other Indebtedness secured thereby), or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale would not exceed 15% of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted PropertyConsolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will notshall not directly or indirectly, and will shall not permit any Restricted Subsidiary of its Subsidiaries that own a Principal Property directly or indirectly to, enter into any arrangement, directly or indirectly, with any Person providing sale and leaseback transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (i) such transaction was entered into prior to the date of issuance of the Notes (other than any additional Notes); (ii) such transaction was for the sale and leasing back to the Company or one of its Subsidiaries of any property by the Company or one of its Subsidiaries; (iii) such transaction involves a Restricted Subsidiary of any Restricted Property owned at the date hereof, lease for not more than three years (or which Restricted Property has been or is to may be sold or transferred terminated by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to its Subsidiaries within a Lien on the Restricted Property to be leased period of not more than three years); (a "Sale and Leaseback Transaction"), unless (aiv) the Company or such Restricted Subsidiary would be entitled, pursuant entitled to the provisions of Section 10.05, to incur Secured Incur Indebtedness secured by a Lien on with respect to such sale and leaseback transaction without equally and ratably securing the Restricted Property Notes pursuant to be leased in the last paragraph of Section 3.01; or (v) the Company applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets used or useful in its business or to the retirement of long-term Indebtedness within 365 days before or after the effective date of any such sale and leaseback transaction; provided that, in lieu of applying such amount to the retirement of long-term Indebtedness, the Company may deliver Notes of both series to the Trustee for cancellation, such Notes to be credited at the cost thereof to it. Notwithstanding the restrictions set forth in the preceding paragraph, 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 the aggregate amount of all Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securitiestransactions, or (b) the Company or such Restricted Subsidiary shall apply an amount equal together with all Indebtedness outstanding pursuant to the proceeds from the sale last paragraph of such Restricted Property to the retirementSection 3.01, within 120 days does not exceed 15% of the effective date of any such Sale and Leaseback Transaction, of Funded Debt Consolidated Net Tangible Assets of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later calculated as of the acquisition, completion closing date of construction or commencement of operation of such Restricted Propertythe sale and leaseback transaction.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company will The Issuer shall not, and will shall not permit any Restricted Subsidiary to, enter into sell or transfer (except to the Issuer or one or more Wholly Owned Subsidiaries, or both) any arrangement, directly or indirectly, Principal Manufacturing Property owned by it on the date of this Indenture with any Person providing the intention of taking back a lease of such property other than a lease for a temporary period (not exceeding 36 months) with the leasing intent that the use by the Company Issuer or a Restricted such Subsidiary of any Restricted Property owned at such property will be discontinued on or before the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or expiration of such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), period unless either: (a) the Company or such Restricted Subsidiary would be entitled, pursuant to sum of the provisions aggregate sale price of property involved in sale and leaseback transactions not otherwise permitted under this Section 10.05, to incur Secured Indebtedness plus the aggregate amount of indebtedness secured by a Lien on all mortgages, pledges, liens and encumbrances not otherwise permitted except under Section 3.6(g) does not exceed the Restricted Property to be leased in greater of $250,000,000 or 5% of Consolidated Stockholders' Equity, or (b) the Issuer within 120 days after the sale or transfer shall have been made by the Issuer or by any such Subsidiary applies an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or greater of (bi) the Company or such Restricted Subsidiary shall apply an amount equal to the net proceeds from of the sale of the Principal Manufacturing Property sold and leased back pursuant to such Restricted arrangement or (ii) the fair market value of the Principal Manufacturing Property sold and leased back at the time of entering into such arrangement (which may be conclusively determined by the Board of Directors) to the retirement, within 120 days retirement of the effective date of any such Sale and Leaseback Transaction, of Securities or other Funded Debt of the Company or such Restricted Subsidiaryranking on a parity with the Securities; provided, however, that the amount required to be applied to the retirement of outstanding Securities or other Funded Debt of the Issuer pursuant to this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or clause (b) entering into any Sale and Leaseback Transaction in respect shall be reduced by (1) the principal amount of any Restricted Property owned at Securities delivered within 120 days after such sale to the date hereof Trustee for retirement and cancellation, and (2) the principal amount of any other Funded Debt of the Issuer ranking on a parity with the Securities voluntarily retired by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into Issuer within 180 120 days after such sale, whether or not any such retirement of Funded Debt shall be specified as being made pursuant to this clause (b). Notwithstanding the later of the acquisitionforegoing, completion of construction no retirement referred to in this clause (b) may be effected by payment at maturity or commencement of operation of such Restricted Propertypursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company The Borrower will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless except: (a1) if such transaction was entered into prior to the Company Revolving Availability Date; (2) if such transaction was for the sale and leasing back to the Borrower or any of its Subsidiaries of any property by a Subsidiary; (3) if the Borrower or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or Borrower Obligations pursuant to Section 7.1; (b4) if the Company Borrower or such Restricted Subsidiary shall apply applies an amount equal to the net proceeds from the sale of such Restricted Property property to the retirement, purchase of other property or assets used or useful in the business of the Borrower or any Subsidiaries or to the retirement of long-term Indebtedness within 120 days of 12 months before or after the effective date of any such Sale and Leaseback Transaction, provided that, in lieu of Funded Debt applying such amount to the retirement of long-term Indebtedness, the Company Borrower or such Restricted Subsidiary may deliver debt securities to the applicable trustee for cancellation, such debt securities to be credited at the cost thereof to the Borrower or such Subsidiary; provided, however, that or (5) to the extent such Sale and Leaseback Transaction consists of Indebtedness of a Non-Guarantor Subsidiary permitted under Section 7.4 (other than clause (k) thereof). Notwithstanding the restrictions set forth in this Section 10.06 shall not prevent 7.2, the Company or any Restricted Subsidiary from: (a) entering Borrower and Subsidiaries may enter into any Sale and Leaseback Transaction which would otherwise be subject to the foregoing restrictions of this Section 7.2 if, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to such transactions (not involving including Attributable Debt permitted under clauses (1) through (5) of this Section 7.2), together with all Secured Debt outstanding pursuant to the final paragraph of Section 7.1 and all Indebtedness of Non-Guarantor Subsidiaries outstanding pursuant to the final paragraph of Section 7.4, does not exceed 15.0% of Consolidated Total Assets calculated on a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertypro forma basis.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (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 arrangement, directly or indirectly, with any Person providing sale and leaseback transaction for the sale and leasing back of any property, whether now owned or hereafter acquired, unless: (1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Company or any of its Subsidiaries of any property by the Company or one of its Subsidiaries; (3) such transaction involves a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been lease for not more than three years (or is to that may be sold or transferred terminated by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to within a Lien on the Restricted Property to be leased period of not more than three years); (a "Sale and Leaseback Transaction"), unless (a4) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction leaseback transaction without equally and ratably securing the Outstanding Securities, or Notes pursuant to clauses (b1) through (11) of Section 4.2(a); or (5) the Company or such Restricted any Subsidiary shall apply of the Company applies an amount equal to the net proceeds from the sale of such Restricted Property property to the retirement, purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 120 270 days of before or after the effective date of any such Sale sale and Leaseback Transactionleaseback transaction; provided that, in lieu of Funded applying such amount to the retirement of long-term Indebtedness, the Company may deliver Notes to the Trustee for 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 its Subsidiaries may enter into any sale and leaseback transaction that would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.2(b), does not exceed 15% of the Consolidated Net Assets of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later calculated as of the acquisition, completion closing date of construction or commencement of operation of such Restricted Propertythe sale and leaseback transaction.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement after the Issue Date with any Person bank, insurance company or other lender or investor (other than the Company or another Restricted Subsidiary) providing for the leasing by the Company or any such Restricted Subsidiary for a period of more than three years (other than pursuant to so-called synthetic lease or tax retention operating lease transactions) of any property or assets which (x) at the time of such lease have been or are to be owned by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has for more than 180 days and (y) have been or is are to be sold or transferred by the Company or such Restricted Subsidiary to such Person lender or investor or to any other Person where person to whom funds have been or are to be advanced to by such Person subject to a Lien lender or investor on the Restricted Property to be leased security of such property or assets (a "“Sale and Leaseback Transaction"”), unless either: (a) the Company or such and its Restricted Subsidiary Subsidiaries would be entitled, pursuant to the provisions of Section 10.054.06, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased such property or assets in an a principal amount equal to or exceeding the Attributable Debt with in respect to of such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or Notes; or (b) the Company Company, within 180 days after the sale or such transfer, applies or causes a Restricted Subsidiary shall to apply an amount equal to the greater of the net proceeds from the sale of such Restricted Property sale or transfer or the fair value of such property at the time of entering into such sale and leaseback transaction (as determined by any two of the following: the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer and the Controller of The Company) to the retirementretirement of Notes or other Funded Debt, within 120 days of the effective date Company (other than Funded Debt subordinated in right of payment to the Notes) or Funded Debt of a Restricted Subsidiary; provided that the amount to be so applied shall be reduced by (i) the principal amount of the Notes delivered within 180 days after such sale or transfer to the trustee for retirement and cancellation, and (ii) the principal amount of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into other than the Notes, voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such sale or transfer, excluding in the later case of the acquisitionboth (i) and (ii), completion of construction retirement pursuant to any mandatory prepayment or commencement of operation of such Restricted Propertyby payment at maturity.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"Transaction unless either: (i) in the case of a Sale and Leaseback Transaction effected pursuant to a Capitalized Lease Obligation (or any similar obligation which is classified and accounted for as a liability on the consolidated balance sheet of the Company), unless (ax) the Incurrence of Debt pursuant to such transaction would be permitted by the provisions of Section 10.8 or 10.9 and (y) the Company or such Restricted Subsidiary would be entitled, pursuant entitled to incur a Lien to secure such Debt in accordance with the provisions of Section 10.0510.14 without securing the Securities; or (ii) the gross proceeds of such Sale and Leaseback Transaction are at least equal to the fair value (as determined in good faith by the Board of Directors of the Company or such Subsidiary) of the property and the Company or any Subsidiary of the Company applies or commits to apply within 180 days (or, with respect to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in subclause (b) below, within one year) after such Sale and Leaseback Transaction an amount equal to the Attributable Debt with respect Net Available Proceeds of the property sold pursuant to such the Sale and Leaseback Transaction without equally to either (a) the repayment of outstanding Debt of (1) the Company that ranks senior to or pari passu with the Securities or (2) any Subsidiary of the Company that does not constitute Subordinated Debt, in each case to the extent required by the terms thereof or, in lieu thereof, either to the redemption of the Securities pursuant to Article Eleven (if the Securities are then redeemable) or to the repayment of other Debt (other than Subordinated Debt) of the Company and ratably securing the Outstanding Securities, its Subsidiaries or (b) to an investment (which shall be deemed to include entering into a legally binding agreement, subject to customary conditions, to invest) in assets, other than Cash Assets, that will be used in the business of the Company and its Subsidiaries subject to the limitations of Section 10.16, provided, that the Company or such Restricted any Subsidiary shall apply an of the Company may deem that the amount of any prior investment (including, without limitation, any payments made in respect of Vessel Construction Contracts) made in connection with the delivery or acquisition of any Vessel, equal to the proceeds from difference between the sale Ready for Sea Cost of such Restricted Property Vessel and the aggregate Debt Incurred to finance the retirement, purchase of such Vessel (or related assets) occurring within 120 days of the effective date of any one year prior to such Sale and Leaseback Transaction, shall be considered an investment made with the Net Available Proceeds of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three yearsTransaction. If any legally binding agreement to invest any Net Available Proceeds is terminated, then the Company, or (b) entering into any Sale and Leaseback Transaction in respect Subsidiary of any Restricted Property owned at the date hereof by Company, may invest such Net Available Proceeds, prior to the Company or a Restricted Subsidiary, if end of the one-year period after such Sale and Leaseback Transaction or six months from such termination, whichever is entered into within 180 days after later, in the later business of the acquisition, completion Company and Subsidiaries of construction or commencement of operation of such Restricted Propertythe Company as provided above.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless one of the following applies: (a) the Company or such Restricted Subsidiary would be entitled, pursuant of the Company could incur Indebtedness in a principal amount equal to the provisions of Attributable Indebtedness for that Sale and Leaseback Transaction and, without violating Section 10.0510.6, to incur Secured could secure that Indebtedness secured by a Lien on the Restricted Property property to be leased without equally or ratably securing the Notes; (b) after the issuance of the Notes and within the period beginning nine months before the closing of the Sale and Leaseback Transaction and ending nine months after such closing, the Company or any of its Subsidiaries have expended for property used or to be used in the ordinary course of business an amount equal to all or a portion of the net proceeds of the transaction, and the Company has elected to designate that amount as a credit against that transaction (with any amount not so designated to be applied as set forth in clause (c) below or as otherwise permitted); or (c) during the nine-month period after the effective date of the Sale and Leaseback Transaction, the Company has applied to the voluntary defeasance or retirement of any debt securities under the Indenture, any Indebtedness of equal rank to the Notes or any Funded Indebtedness, an amount equal to the Attributable Debt with respect to such net proceeds of the sale or transfer of the property leased in the Sale and Leaseback Transaction without equally and ratably securing (or, if greater, the Outstanding Securities, or (b) fair value of that property at the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days time of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a as determined by the Board of Directors of the Company) adjusted to reflect the remaining term of more than three years, or the lease and any amount expended as set forth in the immediately preceding clause (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Property).

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary of the Company to, enter into any arrangement, directly or indirectly, Sale and Leaseback Transaction with respect to any Person providing for Property unless: (a) the leasing by Sale and Leaseback Transaction is solely with the Company or a Restricted another Subsidiary of any Restricted Property owned at the date hereof, Company; (b) the lease is for a period not in excess of 36 months (or which Restricted Property has been or is to may be sold or transferred terminated by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"Subsidiary), unless including renewals; (ac) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitledentitled as described in the definition of “Permitted Liens” (other than as described in clause (34) of that definition), pursuant to without equally and ratably securing the provisions of Section 10.05Notes then outstanding under this Indenture, to incur Secured create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such Property in the Restricted Property to be leased in an amount equal to of the Attributable Debt with respect to Indebtedness arising from such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or Transaction; (bd) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from Subsidiary, within 360 days after the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease in connection with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such Property to (a) the retirement of Notes, other Funded Indebtedness of the Company ranking on a parity with the Notes (or the Guarantees of the Notes) or Funded Indebtedness of a Subsidiary of the Company, (b) the purchase of assets, or (c) a combination thereof; or (1) the Attributable Indebtedness of the Company and Subsidiaries of the Company in respect of such Sale and Leaseback Transaction and all other Attributable Indebtedness of the Company and Subsidiaries of the Company in respect of Sale and Leaseback Transactions entered into within 180 days after the later Issue Date then outstanding (other than any such Sale and Leaseback Transaction as would be permitted as described in Sections 4.07(a) through (d)), plus (2) the aggregate principal amount of Indebtedness secured by Liens on Properties then outstanding (not including any such Indebtedness secured by Liens described in the acquisitiondefinition of “Permitted Liens,” other than Indebtedness secured by Liens pursuant to clause (34) of that definition) that are not equally and ratably secured with the outstanding Notes (or secured on a basis junior to the outstanding Notes), completion would not exceed the greater of construction or commencement of operation of such Restricted Property(x) $1,175 million and (y) the amount that would cause the Secured Leverage Ratio to exceed 3.00 to 1.00.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (a) The Company will not, and will its Restricted Subsidiaries shall not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless Transaction with respect to any Principal Property unless: (ai) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness Debt secured by a Lien on the Restricted Principal Property to be leased involved in an such Sale and Leaseback Transaction at least equal in amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction Transaction, without equally and ratably securing the Outstanding Securities, or Notes pursuant to Section 2.11; or (bii) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value of the affected Principal Property (as determined in good faith by the Board of Directors) and the Company or such Restricted Subsidiary shall apply applies an amount equal to the proceeds from the sale Net Proceeds of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback TransactionTransaction within 180 days of such Sale and Leaseback Transaction to any (or a combination) of: (A) the prepayment or retirement of the Notes, (B) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of Funded other Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any of a Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more other than three years, Debt that is subordinated to the Notes or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by Debt owed to the Company or a Restricted Subsidiary) 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, if at the option of the obligor in respect thereof, beyond 12 months from its creation, or (C) the purchase, construction, development, expansion or improvement of other comparable property. (b) The restriction set forth in paragraph (a) above shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.12 or in Section 2.11(c), with respect to any such transaction: (i) solely between the Company and a Restricted Subsidiary or solely between Restricted Subsidiaries; or (ii) in which the applicable lease is for a term, including renewal rights, of not more than three years. (c) Notwithstanding the restrictions set forth in paragraph (a) above, the Company will be permitted to enter into Sale and Leaseback Transactions otherwise prohibited by this Section 2.12, the Attributable Debt with respect to which, together with all Debt outstanding pursuant to Section 2.11(c), without duplication, do not exceed the greater of 15% of the Company’s Consolidated Net Tangible Assets measured at the closing date of the Sale and Leaseback Transaction is entered into within 180 days after and $200.0 million. This Section 2.12 has been included in this Supplemental Indenture expressly and solely for the later benefit of the acquisition, completion of construction or commencement of operation of such Restricted PropertyNotes.

Limitation on Sale and Leaseback Transactions. So long as Upon and after the Securities occurrence of any Series are Outstandinga Ratings Event, the Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangementSale and Leaseback Transaction covering any Property after the Issue Date unless: (a) the Sale and Leaseback Transaction: (1) involves a lease for a period, directly including renewals, of not more than three years; or (2) involves newly constructed Property, and the sale or indirectlytransfer occurs within 120 days after the completion of construction and commencement of full operation thereof; provided, with any Person providing for however, that if the leasing Sale and Leaseback Transaction involves new construction on real property acquired by the Company or a any Restricted Subsidiary of any Restricted Property owned at more than 120 days prior to the date hereof, which Restricted Property has been or is to be sold or transferred by of the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless then such Sale and Leaseback Transaction shall be deemed a permissible Sale and Leaseback Transaction under this clause (aa)(2) but only to the extent of the value of the newly constructed Property; or (3) occurs within 120 days from the date of the acquisition of the Property subject thereto; or (4) is with the Company or one of its Restricted Subsidiaries; or (b) the Company or any Restricted Subsidiary, within 120 days after the Sale and Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the Property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Debt of the Company or any Restricted Subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Company or such Restricted Subsidiary would be entitled, pursuant entitled to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Incur such Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Notes in accordance with Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Property4.10.

Limitation on Sale and Leaseback Transactions. So long Unless specified, as contemplated by the Indenture or this Agreement, as the case may be, not to be applicable to Securities of any series, this Section shall be applicable to Securities of each series for the benefit of the Securities of such series as long as any Series Securities of such series are Outstanding, the Company . The Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), Transaction unless (a) the Company sum of (i) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt then outstanding pursuant to all other Sale and Leaseback Transactions entered into by the Guarantor after July 15, 1985, or such entered into by a Restricted Subsidiary would be entitledafter July 15, pursuant to 1985, or, if later, the provisions date on which it became a Restricted Subsidiary, and (iii) the aggregate of Section 10.05, to incur all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Guarantees are secured by a Lien on the Restricted Property to be leased in equally and ratably with (or prior to) such Secured Indebtedness) would not exceed 10% of Consolidated Net Tangible Assets or (b) an amount equal to the Attributable Debt with respect greater of (i) the net proceeds to the Guarantor or the Restricted Subsidiary of the sale of the Principal Property sold and leased back pursuant to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (bii) the Company or such Restricted Subsidiary shall apply an amount equal of Attributable Debt to the proceeds from the sale of such Restricted Property be outstanding pursuant to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, is applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company Guarantor or any Restricted Subsidiary from: Subsidiaries (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more other than three years, Funded Debt which is subordinated to the Securities or (b) entering into any Sale and Leaseback Transaction in respect of which is owing to the Guarantor or any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into Subsidiaries) within 180 days after the later of the acquisition, completion of construction or commencement of operation consummation of such Restricted PropertySale and Leaseback Transaction.

Limitation on Sale and Leaseback Transactions. So long as Trane Parent covenants and agrees for the Securities benefit of each series of Securities, other than any Series are Outstandingseries established by or pursuant to a Board Resolution or an Officer’s Certificate of the Issuer of such series or in one or more supplemental indentures hereto which specifically provides otherwise, the Company that Trane Parent will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person providing person for the leasing by the Company Trane Parent or a Restricted Subsidiary (except for leases for a term of not more than three years and for leases of a part of a Principal Property which has been sold, for use in connection with the winding up or termination of the business conducted on such Principal Property, and except, in the case of a Restricted Subsidiary, a lease to Trane Parent or another Restricted Subsidiary) of any Restricted Principal Property (whether now owned at the date hereofor hereafter acquired), which Restricted Principal Property has been or is intended to be sold or transferred by the Company Trane Parent or such Restricted Subsidiary to such Person or person (herein referred to any other Person where funds have been or are to be advanced to such Person subject to as a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Transaction"”), unless (a) the Company Trane Parent or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.051004, to incur Secured Indebtedness indebtedness secured by a Lien Mortgage on the Restricted such Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or Trane Parent shall (and in any such Restricted Subsidiary shall case Trane Parent covenants that it will) apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 360 days of the effective date of any such Sale and Leaseback TransactionTransaction an amount equal to the fair value (as determined by its Board of Directors) of such Principal Property so leased (i) to the retirement (other than by payment at maturity or to satisfy the mandatory requirements of any sinking, of Funded Debt purchase or analogous fund or prepayment provision) of the Company Securities or such other Funded Indebtedness of Trane Parent or any Restricted Subsidiary; Subsidiary ranking on a parity with the Securities, provided, however, that the amount to be applied to the retirement of any Funded Indebtedness as provided under this Section 10.06 clause (i) shall not prevent be reduced by (x) the Company principal amount of any Securities delivered within 360 days after such sale or any Restricted Subsidiary from: transfer to the Trustee for the Securities of such series for retirement and cancellation and (ay) entering into any Sale and Leaseback Transaction not involving the principal amount of other Funded Indebtedness ranking on a lease parity with a term of more than three years, the Securities voluntarily retired by Trane Parent within 360 days after such sale or transfer; or (bii) entering into any Sale to the purchase, improvement or construction of properties which are Principal Properties, provided, that if only a portion of such proceeds is designated as a credit against such purchase, improvement or construction, Trane Parent shall apply an amount equal to the remainder as provided in clause (i); and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days promptly after the later of the acquisition, completion of construction or commencement of operation expiration of such Restricted Property360-day period Trane Parent shall have delivered to the Trustee for the Securities of such series an Officer’s Certificate setting forth in reasonable detail all material facts necessary to show compliance with this subsection.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction")Transactions, unless other than a lease relating to computer hardware with lease terms of four years or less, unless: (a) the Company or such sum of the aggregate sale price of property involved in the Sale and Leaseback Transactions not otherwise permitted plus (x) the aggregate principal amount of the Indebtedness of the Restricted Subsidiary would be entitled, Subsidiaries subject to any limitations on indebtedness specified pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt 2.03 with respect to such Sale and Leaseback Transaction without equally and ratably securing any series of Securities plus (y) the Outstanding Securities, aggregate amount of indebtedness secured by Liens referred to in subsection (11) of the definition of “Permitted Liens” does not exceed the greater of $300 million or 15% of Consolidated Net Worth; (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into between the Company and one or more of the Company’s Subsidiaries or between the Company’s Subsidiaries; or (c) the net proceeds of the sale or the fair market value of the Principal Facility, whichever is greater (which may be conclusively determined by the Board of Directors), are applied within 180 120 days to the optional retirement of Securities then outstanding or to the optional retirement of the Company’s other Funded Debt ranking on a parity with the Securities; provided, that the amount required to be applied to the retirement of outstanding Securities or the Company’s Funded Debt pursuant hereto shall be reduced by the principal amount of any Securities or of the Company’s Funded Debt voluntarily retired by the Company within 120 days after the later of the acquisitionsuch sale, completion of construction whether or commencement of operation not any such retirement of such Restricted PropertySecurities or the Company’s Funded Debt shall be specified as being made pursuant hereto. Notwithstanding the foregoing, no retirement referred to in this clause (c) may be effected by payment at the stated maturity of principal on the Securities of any series or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (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 arrangement, directly or indirectly, with any Person providing sale and leaseback transaction for the sale and leasing by back of any property, whether now owned or hereafter acquired, unless: (1) 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 Restricted Subsidiary of any Restricted Property owned at property by one of the date hereof, which Restricted Property has been Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years (or is to that may be sold or transferred terminated by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to within a Lien on the Restricted Property to be leased period of not more than three years); (a "Sale and Leaseback Transaction"), unless (a4) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction leaseback transaction without equally and ratably securing the Outstanding Securities, or Notes pursuant to clauses (b1) through (11) of Section 4.2(a); or (5) the Company or such Restricted any Subsidiary shall apply of the Company applies an amount equal to the net proceeds from the sale of such Restricted Property property to the retirement, purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 120 365 days of before or after the effective date of any such Sale sale and Leaseback Transactionleaseback transaction; provided that, in lieu of Funded applying such amount to the retirement of long-term Indebtedness, the Company may deliver Notes to the Trustee for 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 its Subsidiaries may enter into any sale and leaseback transaction that would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.2(b), does not exceed 15% of the Consolidated Net Tangible Assets of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later calculated as of the acquisition, completion closing date of construction or commencement of operation of such Restricted Propertythe sale and leaseback transaction.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless one of the following applies: (a1) the Company or such Restricted Subsidiary would be entitled, pursuant of the Company could incur Indebtedness in a principal amount equal to the provisions of Attributable Indebtedness for that Sale and Leaseback Transaction and, without violating Section 10.0510.7, to incur Secured could secure that Indebtedness secured by a Lien on the Restricted Property property to be leased without equally or ratably securing the Notes; (2) after the issuance of the Notes and within the period beginning nine months before the closing of the Sale and Leaseback Transaction and ending nine months after such closing, the Company or any of its Subsidiaries have expended for property used or to be used in the ordinary course of business an amount equal to all or a portion of the net proceeds of the transaction, and the Company has elected to designate that amount as a credit against that transaction (with any amount not so designated to be applied as set forth in clause (3) below or as otherwise permitted); or (3) during the nine-month period after the effective date of the Sale and Leaseback Transaction, the Company has applied to the voluntary defeasance or retirement of any debt securities under the Indenture, any Indebtedness of equal rank to the Notes or any Funded Indebtedness, an amount equal to the Attributable Debt with respect to such net proceeds of the sale or transfer of the property leased in the Sale and Leaseback Transaction without equally and ratably securing (or, if greater, the Outstanding Securities, or (b) fair value of that property at the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days time of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a as determined by the Board of Directors of the Company) adjusted to reflect the remaining term of more than three years, or the lease and any amount expended as set forth in the immediately preceding clause (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Property2).

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will notnot itself, and it will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person bank, insurance company or other lender or investor (not including the Company or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or a any such Restricted Subsidiary for a period, including renewals, in excess of three years, of any Restricted Principal Property owned at by the date hereof, Company or such Restricted Subsidiary which Restricted Property has been or is to be sold or transferred more than 270 days after the acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Company or any such Restricted Subsidiary to such Person lender or investor or to any other Person where person to whom funds have been or are to be advanced to by such Person subject to a Lien lender or investor on the Restricted security of such Principal Property (herein referred to be leased (as a "“Sale and Leaseback Transaction"), ”) unless either: (a1) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness could create Debt secured by a Lien Mortgage on the Restricted Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesNotes pursuant to Section 4.08, or (2) the Company, within 180 days after the sale or (b) transfer shall have been made by the Company or by any such Restricted Subsidiary shall apply Subsidiary, applies an amount equal to the greater of (i) the net proceeds from of the sale of the Principal Property sold and leased back pursuant to such Restricted arrangement or (ii) the fair market value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the chairman, the president, the executive vice president, any senior vice president, the treasurer, the controller or the secretary of the Company) to (x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such sale) having a value at least equal to the retirement, within 120 days net proceeds of such sale or (y) the effective date of any such Sale and Leaseback Transaction, retirement of Funded Debt of the Company or such any Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the amount required to be applied to the retirement of Funded Debt of the Company or any Restricted Subsidiary from: shall be reduced by (ai) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect the principal amount of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into Notes of any series delivered within 180 days after such sale or transfer to the later Trustee for retirement and cancellation, and (ii) the principal amount of Funded Debt, other than the acquisitionNotes of any series, completion of construction voluntarily retired by the Company within 180 days after such sale or commencement of operation of such Restricted Propertytransfer. Notwithstanding the foregoing, no retirement referred to in this clause (y) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding(a) Prior to a Fall Away Event, the Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless ; provided that the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if: (a1) the Company or such that Restricted Subsidiary would be entitledSubsidiary, pursuant to the provisions of Section 10.05as applicable, to incur Secured could have (a) incurred Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect relating to such Sale and Leaseback Transaction under Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12(a) hereof; (2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors of the Company or, if the such fair market value is less than or equal to $10 million, the chief executive, chief financial or chief accounting officer, the controller or the treasurer of the Company, and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that Sale and Leaseback Transaction; and (3) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10 hereof. (b) After a Fall Away Event, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction involving any Principal Property, except for any Sale and Leaseback Transaction involving a lease not exceeding three years, unless: (1) the Company or that Restricted Subsidiary, as applicable, would be entitled to incur Indebtedness secured by a Lien on that Principal Property without equally and ratably securing the Outstanding Securities, or Notes; (b2) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days Attributable Debt of the effective date of any such Sale and Leaseback Transaction, Transaction is applied within 180 days to: (A) the voluntary retirement of Funded Debt any of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent Indebtedness of the Company or any Restricted Subsidiary from: maturing more than one year after the date incurred, and which is senior to or pari passu in right of payment with the Notes; or (aB) entering the purchase of other property that will constitute Principal Property having a value at least equal to the net proceeds of the sale; or (3) the Company or that Restricted Subsidiary, as applicable, delivers to the Trustee for cancellation Notes in an aggregate principal amount at least equal to the net proceeds of the sale. (c) Notwithstanding anything to the contrary in this Section 4.15, after a Fall Away Event, the Company may enter into any Sale and Leaseback Transaction Transactions that would not involving otherwise be permitted under the limitations described in Section 4.15(b) above, provided that the sum of the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens on any properties or assets of the Company and any Restricted Subsidiaries (other than (1) Indebtedness secured solely by Fall Away Permitted Liens, (2) Indebtedness that is secured equally and ratably with (or on a lease basis subordinated to) the Notes and (3) the Notes) and the aggregate amount of all Attributable Debt of the Company and its Restricted Subsidiaries with a term of more than three years, or (b) entering into any respect to all Sale and Leaseback Transaction in respect of any Restricted Property owned Transactions outstanding at the date hereof by the Company or a Restricted Subsidiary, if such time (other than Sale and Leaseback Transaction is entered into within 180 days after the later Transactions permitted by Section 4.15(b) above) would not exceed 10% of the acquisition, completion Consolidated Net Tangible Assets of construction or commencement of operation of such Restricted Propertythe Company.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary of its Significant Subsidiaries to, enter into any arrangement, directly or indirectly, Sale and Leaseback Transaction unless: (i) the Sale and Leaseback Transaction is solely with any Person providing for the leasing by the Company or any of its Subsidiaries; (ii) the lease is for a Restricted Subsidiary period not in excess of any Restricted Property owned at the date hereof36 months, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased including renewals; (a "Sale and Leaseback Transaction"), unless (aiii) the Company or such Restricted Significant Subsidiary would (at the time of entering into such arrangement) be entitled, pursuant to the provisions entitled as described in clauses (i) through (x) of Section 10.054.03, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesNotes then outstanding under this Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Mortgage on such property or assets in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (biv) the Company or such Restricted Significant Subsidiary shall apply an amount equal to the proceeds from within 360 days after the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company property or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease assets in connection with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (A) the net proceeds of the sale of such property or assets or (B) the fair market value of such property or assets to (i) the retirement of Notes, other Funded Debt of the Company ranking on a parity with the Notes or Funded Debt of a Subsidiary or (ii) the acquisition of different property, facilities or equipment or the expansion of the Company's existing business, including the acquisition of other businesses or capital expenditures; or (v) the Attributable Debt of the Company and its Significant Subsidiary in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into within 180 days after the later Closing Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (i) through (iv) of this Section 4.04), plus the acquisitionaggregate principal amount of Indebtedness secured by Mortgages then outstanding (not including any such Indebtedness secured by Mortgages described in clauses (i) through (x) of Section 4.03) which do not equally and ratably secure the Notes (or secure Notes on a basis that is prior to other Indebtedness secured thereby), completion would not exceed 10% of construction or commencement of operation of such Restricted PropertyConsolidated Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series Notes are Outstandingoutstanding, the Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly Sale and Leaseback Transaction with respect to any Principal Property unless: (a) the Sale and Leaseback Transaction involves a lease for a term of not more than five years; (b) the Sale and Leaseback Transaction is between the Company and a Subsidiary Guarantor or indirectly, with any Person providing for the leasing by between Subsidiary Guarantors; (c) the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on such property or assets involved in such Sale and Leaseback Transaction without equally and ratably securing the Restricted Property Notes pursuant to be leased in Section 4.01; (d) the cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof or the debt attributable thereto and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, within 270 days of such sale to either (or a combination) of (bx) the Company or such Restricted Subsidiary shall apply an amount equal to retirement (other than the proceeds from the sale of such Restricted Property to the mandatory retirement, within 120 days mandatory prepayment or sinking fund payment or by payment at maturity) of the effective date of any such Sale and Leaseback Transaction, of Funded Debt long-term debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any long-term debt of a Restricted Subsidiary from: (aother than long-term debt that is subordinated to the Notes) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (by) entering into any Sale and Leaseback Transaction in respect the acquisition, purchase, improvement or development of any Restricted Property owned at other comparable property, including the date hereof by acquisition of other businesses; or (e) the Company or a Restricted Subsidiary, if such Attributable Debt of the Sale and Leaseback Transaction is entered into within 180 days after the later in an amount which, together with, without duplication, (i) all of the acquisitionAttributable Debt of the Company and its Restricted Subsidiaries under this clause (e), completion (ii) all other Indebtedness secured by a Lien that is not otherwise permitted by the provisions of construction or commencement clauses (a) through (m) under Section 4.01, and (iii) any Indebtedness incurred by a Subsidiary of operation the Company pursuant to clause (c) in Section 4.03 does not at the time of such Restricted Propertytransaction exceed 10% of the Consolidated Total Assets of the Company.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series series are Outstanding, the Company will not, and will not permit any Restricted Significant Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company whereby it shall sell or a Restricted Subsidiary of transfer any Restricted Property Principal Property, whether now owned at the date hereofor hereafter acquired, which Restricted Property has been and thereafter rent back or is to be sold or transferred by the Company or lease such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted SubsidiaryPrincipal Property; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Significant Subsidiary from: : (a) entering into any Sale and Leaseback Transaction transaction not involving a lease with a term of more than three five years, or ; (b) entering into any Sale transaction to the extent the Lien on any such property subject to such sale and Leaseback Transaction in respect leaseback would be permitted under Section 1005; (c) entering into any transaction for the sale and leaseback of any Restricted Property owned at property in connection with any Tax Reduction Agreement; (d) entering into any transaction for the date hereof by sale and leaseback of any property between the Company and a Significant Subsidiary or a Restricted Subsidiary, between Significant Subsidiaries; (e) entering into any transaction for the sale and leaseback of any property if such Sale and Leaseback Transaction lease is entered into within 180 360 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertyproperty; (f) entering into any sale and leaseback transaction if the Company or such Significant Subsidiary within 120 days after the effective date of the lease, either (A) applies the net proceeds to the acquisition of another Principal Property of equal or greater fair market value or (B) applies an amount equal to the greater of (i) the net proceeds received by the Company and its Subsidiaries for the sale of the property leased in such sale and leaseback transaction or (ii) the fair market value (as determined in good faith by the Board of Directors) of such property on any date within 90 days prior to the effective date of the lease, to the retirement of Funded Debt of the Company or any Subsidiary or (C) any combination of (A) and (B); provided, however, that the amount to be applied to the retirement of Funded Debt of the Company or a Subsidiary shall be reduced by: (1) the principal amount of any Securities surrendered to the Trustee by the Company for cancellation within 120 days after the effective date of the lease, and (2) the principal amount of Funded Debt other than Securities voluntarily retired by the Company within 120 days after the effective date of the lease; and provided further that no retirement referred to in this clause (e) may be effected by payment on the final maturity date or pursuant to any mandatory sinking fund or prepayment provision.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company The Issuer will not, and will not permit any Restricted Subsidiary to, enter into engage in any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless Transaction unless: (a1) the Company Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness Debt pursuant to Section 4.11 equal in amount to any Capitalized Lease Obligations arising in connection with such Sale and Leaseback Transaction and secured by a Lien Security Interest on the Restricted Property property to be leased in leased, without equally and ratably securing the Notes and the related Note Guarantees as provided under Section 4.11; or (2) the Issuer or a Restricted Subsidiary shall apply, within 180 days after the effective date of such sale or transfer, an amount equal to the Attributable Debt with respect net proceeds of the property sold or transferred pursuant to such Sale and Leaseback Transaction without equally and ratably securing to (x) the Outstanding Securitiesacquisition, construction, development or improvement of properties, facilities or equipment which are, or upon such acquisition, construction, development or improvement will be, a Principal Facility or Principal Facilities or a part thereof or (by) the Company redemption of Notes issued under this Indenture or to the repayment or redemption of long-term Indebtedness of the Issuer or of any Restricted Subsidiary, or in part to such Restricted Subsidiary shall apply acquisition, construction, development or improvement and in part to such redemption and/or repayment. In lieu of applying an amount equal to such net proceeds to such redemption the proceeds from the sale of such Restricted Property to the retirementIssuer may, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after such sale or transfer, deliver to the later of Trustee Notes issued under this Indenture, or to the acquisitionappropriate trustee or agent, completion of construction or commencement of operation if applicable, long-term Indebtedness, in each case for cancellation and thereby reduce the amount to be applied to the redemption of such Restricted PropertyNotes or long-term Indebtedness by an amount equivalent to the aggregate principal amount of Notes or long-term Indebtedness delivered for cancellation.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, enter into any arrangement, directly or indirectly, arrangement with any Person (other than the Company or a Restricted Subsidiary) providing for the leasing by the Company or a any Restricted Subsidiary of any Restricted Property Principal Property, or any property which together with any other property subject to the same transaction or series of related transactions would in the aggregate constitute a Principal Property, whether owned at the date hereofof this Indenture or thereafter acquired (except for leases for a term of not more than three years, including renewals), which Restricted Property property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (other than the Company or a Restricted Subsidiary), more than six months after the acquisition, completion of construction, or commencement of operations of such property, with the intention of taking back a lease of such property (herein referred to any other Person where funds have been or are to be advanced to such Person subject to as a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Transaction"), ”) unless the net proceeds of the sale or transfer of the property to be leased are at least equal to the fair market value of such property and unless: (a1) the The Company or such Restricted Subsidiary would would, at the time of entering into such arrangement, be entitled, without equally and ratably securing the Securities, to create a Mortgage on such property to secure Debt in an amount at least equal to the Attributable Obligation in respect of such Sale and Leaseback Transaction pursuant to the provisions of Section 10.051008, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or or (b2) the The Company or such any Restricted Subsidiary shall apply an amount equal to the net proceeds from the sale of such Restricted Property sale or transfer within 180 days after receipt thereof to (A) the retirement, within 120 days retirement (other than mandatory retirement or by way of the effective date of any such Sale and Leaseback Transaction, payment at maturity) of Funded Debt of the Company or any Funded Debt of any Restricted Subsidiary ranking equally with, or senior to, the Securities and owing to a Person other than the Company or any Affiliate of the Company, or (B) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such Restricted Subsidiary; provided, however, that sale) forming part of or constituting Principal Property having a fair market value at least equal to the net proceeds of such sale or transfer. (b) Notwithstanding the provisions of paragraph (a) of this Section 10.06 shall not prevent 1009, the Company or any Restricted Subsidiary from: (a) entering may enter into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect addition to those permitted by paragraph (a) of this Section 1009, and without any Restricted Property owned obligation to retire Funded Debt or to acquire property, facilities or equipment, provided at the date hereof by the Company or a Restricted Subsidiary, if time of entering into such Sale and Leaseback Transaction is entered into within 180 days and after the later giving effect thereto, Exempted Debt does not exceed 10% of the acquisition, completion Consolidated Net Tangible Assets of construction or commencement of operation of such Restricted Propertythe Company.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with enter into any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"Transaction with respect to any property or assets (whether now owned or hereafter acquired), unless (ai) the sale or transfer of such property or assets to be leased is treated as an Asset Sale and the Company complies with Section 5.01(Q) with respect thereto, (ii) the Company or such Restricted Subsidiary would be entitled, pursuant permitted to incur Indebtedness (other than Permitted Indebtedness) in accordance with the provisions hereof exclusive of clause (a)(ii)(y)(2) of Section 10.05, to incur Secured Indebtedness secured by a Lien on 5.01(J) in the Restricted Property to be leased in an amount equal to of the Attributable Debt with Value incurred in respect to of such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (biii) the Company or such Restricted Subsidiary shall apply an would be permitted to xxxxx x Xxxx under Section 5.01(N) to secure the amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date Attributable Value in respect of any such Sale and Leaseback Transaction. (S) Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of Funded Debt any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company or such any other Restricted Subsidiary; provided, however(c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary (other than customary restrictions on transfers of property subject to a Lien permitted under this Agreement that would not materially adversely affect the Company's ability to satisfy its obligations under the Floating Rate Notes and this Section 10.06 shall not prevent Agreement), except for such encumbrances or restrictions existing under or by reason of (i) any agreement in effect on the Original Issue Date (any such agreement which relates to a US Dollar amount in excess of US$1,000,000 (or, to the extent non-US Dollar denominated, the US Dollar Equivalent of such amount) being listed on a schedule attached thereto), (ii) applicable law, (iii) customary provisions restricting subletting or assignment of any lease or assignment of any other contract to which the Company or any Restricted Subsidiary from: is a party or to which any of their respective properties or assets are subject, (aiv) entering into any Sale and Leaseback Transaction not involving agreement or other instrument of a lease with a term of more than three yearsPerson, or (b) entering into any Sale and Leaseback Transaction in binding with respect of any Restricted Property owned at the date hereof to assets, acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, or such assets, so acquired, (v) any encumbrance or restriction contained in contracts for sales of assets permitted by Section 5.01(Q) hereof with respect to the assets to be sold pursuant to such contract, (vi) any agreement providing for the incurrence of Indebtedness by a Restricted SubsidiarySubsidiary in compliance with Section 5.01(J) hereof, provided that such Restricted Subsidiary is or becomes at the time of such agreement a Subsidiary Guarantor; (vii) in any agreement pursuant to which Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Sale and Leaseback Transaction Indebtedness, (B) the encumbrance or restriction is entered into within 180 days after not materially more disadvantageous to the later holders of the acquisitionFloating Rate Notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Floating Rate Notes, completion and (viii) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (i) and (vii); provided that the terms and conditions of construction any such encumbrances or commencement restrictions are not materially less favorable to the holders of operation of such Restricted Propertythe Floating Rate Notes than those under or pursuant to the agreement so extended, renewed, refinanced or replaced.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (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 arrangement, directly or indirectly, with any Person providing sale and leaseback transaction for the sale and leasing by back of any property, whether now owned or hereafter acquired, unless: (i) with respect to Notes of a series, such transaction was entered into prior to the initial Issue Date for such series; (ii) such transaction was for the sale and leasing back to the Company or a Restricted any Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been property by one of its Subsidiaries; (iii) such transaction involves a lease for not more than three years (or is to that may be sold or transferred terminated by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to within a Lien on the Restricted Property to be leased period of not more than three years); (a "Sale and Leaseback Transaction"), unless (aiv) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction leaseback transaction without equally and ratably securing the Outstanding Securities, or Notes pursuant to clauses (bi) through (xi) of Section 4.02(a); or (v) the Company or such Restricted any Subsidiary shall apply of the Company applies an amount equal to the net proceeds from the sale of such Restricted Property property to the retirement, purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 120 270 days of before or after the effective date of any such Sale sale and Leaseback Transactionleaseback transaction; provided that, in lieu of Funded applying such amount to the retirement of long-term Indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 4.03(a), the Company and its Subsidiaries may enter into any sale and leaseback transaction that would otherwise be subject to the foregoing restrictions, if after giving effect to such sale and leaseback transaction, the aggregate amount of all Attributable Debt outstanding with respect to sale and leaseback transactions that would otherwise be subject to the restrictions set forth in Section 4.03(a), together with all Indebtedness outstanding pursuant to Section 4.02(b), does not exceed 15% of the Consolidated Tangible Assets of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later calculated as of the acquisition, completion closing date of construction or commencement of operation of such Restricted Propertythe new sale and leaseback transaction.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company Parent will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless Transaction with respect to any Principal Property unless: (a) Parent or the Company or such Restricted Subsidiary would be entitledentitled to, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesSecurities of that series to Incur Debt secured by a Lien on such property pursuant to Section 10.06, or or (b) the Company Parent or a Subsidiary, within 360 days after such Restricted Subsidiary shall apply transaction, applies an amount equal to not less than the net proceeds from of the sale of the Principal Property leased pursuant to such Restricted Property arrangement to (x) the retirement of its Funded Debt; provided that the amount to be applied to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, retirement of Funded Debt of Parent shall be reduced by the Company principal amount of any Securities of such series delivered within 360 days after such sale to the Trustee for retirement and cancellation, and the principal amount of Funded Debt, other than Securities, voluntarily retired by Parent within 360 days after such sale or such (y) the purchase, construction or development of other property, facilities or equipment used or useful in Parent’s or a Restricted Subsidiary’s business; provided, howeverfurther, that this Section 10.06 shall not prevent that: (i) no such retirement may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision; (ii) no such restriction will apply to a Sale and Leaseback Transaction between Parent and a Restricted Subsidiary or between Restricted Subsidiaries or involving the Company taking back of a lease for a period of less than three years; and (iii) Parent or any Restricted Subsidiary from: (a) entering may enter into any a Sale and Leaseback Transaction not involving a lease with a term if, on the date of more than three yearssuch transaction, or (b) entering into after giving effect thereto and to the retirement of any Funded Debt that is concurrently being retired, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transaction in respect of any Restricted Property owned Transactions existing at the date hereof by the Company or a Restricted Subsidiary, if such time (other than Sale and Leaseback Transaction is entered into within 180 days after Transactions otherwise permitted under this Section 10.07), together with the later aggregate amount of all outstanding Debt incurred pursuant to the acquisitionfirst proviso of Section 10.06(a), completion does not at such time exceed 20% of construction or commencement Consolidated Net Tangible Assets of operation of such Restricted PropertyParent.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company The Issuer agrees that it will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person providing for the leasing by the Company Issuer or a Restricted Subsidiary of any Restricted Property owned at the date hereofPrincipal Property, which Restricted 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 Issuer or such Restricted any Subsidiary to such Person or (herein referred to any other Person where funds have been or are to be advanced to such Person subject to as a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Lease-Back Transaction"”), unless unless: (ai) the Company Issuer or such Restricted any Subsidiary would would, at the time of entering into a Sale and Lease-Back Transaction, be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien mortgage on the Restricted such Principal Property to be leased in an amount at least equal to the Attributable Debt with in respect to of such Sale and Leaseback Transaction transaction without equally and ratably securing the Outstanding Securities, or Notes pursuant to Section 3.4 hereof; or (bii) the Company or such Restricted Subsidiary Issuer shall covenant that it will apply an amount equal to the net proceeds from the sale of such Restricted the Principal Property so leased to the retirement (other than any mandatory retirement, ) of its Funded Indebtedness within 120 90 days of the effective date of any such Sale and Leaseback Lease-Back Transaction, provided that the amount to be applied to the retirement of Funded Debt Indebtedness of the Company or Issuer shall be reduced by (i) the principal amount of any Notes delivered by the Issuer to the Trustee within 90 days after such Restricted Subsidiary; Sale and Lease-Back Transaction for retirement and cancellation, and (ii) the principal amount of Funded Indebtedness, other than Notes, voluntarily retired by the Issuer within 90 days following such Sale and Lease-Back Transaction, provided, howeverfurther, that the covenant contained in this Section 10.06 shall not prevent the Company or apply to, and there shall be excluded from Attributable Debt in any Restricted Subsidiary from: (a) entering into computation under this Section, Attributable Debt with respect to any Sale and Leaseback Lease-Back Transaction not involving a lease with a term of more than three years, or if: (bA) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Lease-Back Transaction is entered into within 180 days in connection with transactions which are part of an industrial development or pollution control financing, or (B) the only parties involved in such Sale and Lease-ack Transaction are the Issuer and any Subsidiary or any Subsidiaries. Notwithstanding these restrictions on Sale and Lease-Back Transaction, the Issuer and its Subsidiaries may enter into, create, assume and suffer to exist 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 later total consolidated Attributable Debt of the acquisition, completion Issuer and its Subsidiaries does not exceed 10% of construction or commencement of operation of such Restricted PropertyConsolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will notshall not itself, and will shall not permit any Restricted Material Subsidiary to, enter into any arrangement, directly or indirectly, arrangement after the date of the first issuance by the Company of Securities issued pursuant to this Indenture with any Person bank, insurance company or other lender or investor (other than the Company or another Material Subsidiary) providing for the leasing by the Company or a Restricted any Material Subsidiary of any Restricted Principal Property owned at (except a lease for a period not to exceed three years by the date hereofend of which it is intended that the use of such Principal Property by the lessee will be discontinued), which Restricted Property was or is owned or leased by the Company or a Material Subsidiary and which has been or is to be sold or transferred transferred, more than 120 days after the completion of construction and commencement of full operation thereof by the Company or such Restricted Subsidiary Material Subsidiary, to such Person lender or investor or to any other Person where to whom funds have been or are to be advanced to by such Person subject to a Lien lender or investor on the Restricted security of such Principal Property (herein referred to be leased (as a "“Sale and Leaseback Transaction")”) unless, unless either: (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with of the Company and its Material Subsidiaries in respect to of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of the first issuance by the Company of securities issued pursuant to this instrument (other than any such Sale and Leaseback Transactions that are otherwise permitted or excepted by this Section 10.07), plus the aggregate principal amount of indebtedness secured by Liens on Principal Properties then outstanding (excluding any such indebtedness secured by Liens covered in subparagraphs (i) through (xvii) of Section 10.06) without equally and ratably securing the Outstanding Securities, or would not exceed 10% of Consolidated Assets, or (b) the Company Company, within 150 days after the sale or such Restricted transfer, applies or causes a Material Subsidiary shall to apply an amount equal to the greater of (i) the net proceeds of such sale or transfer or (ii) the Attributable Debt with respect thereto, to the retirement of Securities of any series or other indebtedness of the Company (other than indebtedness subordinated to the Securities) or indebtedness of a Material Subsidiary, for money borrowed, having a stated maturity more than 12 months from the sale date of such Restricted Property application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application (and, unless otherwise expressly provided with respect to any one or more series of Securities, any redemption of Securities pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision limiting the Company’s right to redeem Securities of any one or more such series when such redemption involves a refunding operation or anticipated refunding operation); provided that the amount to be so applied shall be reduced by (i) the principal amount of Securities delivered within 150 days after such sale or transfer to the retirementTrustee for retirement and cancellation, within 120 days of and (ii) the effective date principal amount of any such indebtedness of the Company or a Material Subsidiary, other than Securities, voluntarily retired by the Company or a Material Subsidiary within 180 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this subdivision (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. Notwithstanding the foregoing, where the Company or any Material Subsidiary is the lessee in any Sale and Leaseback Transaction, of Funded Attributable Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent include any indebtedness resulting from the guarantee by the Company or any Restricted other Material Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertylessee’s obligation thereunder.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person person providing for the leasing by the Company or a Restricted any Subsidiary of any Restricted Principal Property owned at of the date hereofCompany or any Subsidiary, which Restricted Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback TransactionSALE AND LEASEBACK TRANSACTION"), unless ) unless: (ai) the Company or such Restricted a Subsidiary would be entitled, pursuant entitled to the provisions of Section 10.05, to incur Secured Indebtedness create Debt secured by a Lien on the Restricted Principal Property to be leased leased, in an a principal amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction leaseback transaction as described in Section 4.06 above, without equally and ratably securing the Outstanding SecuritiesNotes pursuant to such Section; (1) the property leased pursuant to such arrangement is sold for a price at least equal to such property's fair market value, or as determined by an executive officer of the Company, and (b2) the Company or such Restricted Subsidiary a Subsidiary, within 360 days after the sale or transfer shall have been made by the Company or a Subsidiary, shall apply an amount in cash equal to the net proceeds from of the sale of such Restricted Property to the retirement, within 120 days or transfer of the effective date Principal Property leased pursuant to such arrangement to: (A) the retirement of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted any Subsidiary that is ranked equally with the Notes, other than Debt owed to the Company or any Subsidiary; provided, howeverhowever , that no retirement referred to in this Section 10.06 shall not prevent clause (A) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment provision of Debt; or (B) the purchase of additional Principal Property used or to be used by the Company or any Restricted of its Subsidiaries; (iii) the sale and leaseback transaction is entered into between the Company and a Subsidiary from: or between Subsidiaries; or (aiv) entering into any Sale and Leaseback Transaction the applicable lease is for a period, including renewals, of not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Property.

Limitation on Sale and Leaseback Transactions. So long as the any Securities of any Series are Outstandingseries shall have been issued and remain outstanding, unless the terms of any series provide otherwise, the Company will notnot itself, and will not permit any Restricted Consolidated Subsidiary to, enter into any arrangement, directly or indirectly, arrangement after the date of this Indenture with any Person (not including the Company or any Consolidated Subsidiary) providing for the leasing by the Company or a Restricted any such Consolidated Subsidiary of any Restricted Principal Property which was or is owned at by the date hereofCompany or such Consolidated Subsidiary (except for temporary leases for a term of not more than three years), which Restricted Property property has been or is to be sold or transferred transferred, more than 120 days after the later of (i) such Principal Property has been acquired by the Company or such Restricted Consolidated Subsidiary and (ii) completion of construction and commencement of full operation thereof, to such Person or (herein referred to any other Person where funds have been or are to be advanced to such Person subject to as a Lien on the Restricted Property to be leased (a "Sale “sale and Leaseback Transaction"), leaseback transaction”) unless (a) the net proceeds to the Company or such Restricted Consolidated Subsidiary would be entitledfrom such sale or transfer equal or exceed the fair value (as determined by the Board of Directors of the Company) of the Principal Property so leased, pursuant to (b) the provisions of Section 10.05, to Company or such Consolidated Subsidiary could incur Secured Indebtedness secured by a Lien on the Restricted Principal Property to be leased pursuant to Section 4.03 in an amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction leaseback transaction without equally and ratably securing the Outstanding Securities, Securities or (bc) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirementCompany, within 120 days of after the effective date of any such Sale sale and Leaseback Transactionleaseback transaction, applies an amount equal to the fair value (as determined by the Board of Directors of the Company) of the property so sold and leased back at the time of entering into such arrangement (as determined by the Company) to (x) the prepayment or retirement of Funded Debt (including Securities of any series constituting Funded Debt) of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent (y) the acquisition of additional real property for the Company or any Restricted Subsidiary from: (a) entering into Consolidated Subsidiary. A sale and leaseback transaction shall not include any Sale and Leaseback Transaction not such arrangement for financing air, water or noise pollution control facilities or sewage or solid waste disposal facilities or involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later industrial development bonds which are tax-exempt pursuant to Section 103 of the acquisitionUnited States Internal Revenue Code, completion of construction as amended (or commencement of operation of such Restricted Propertywhich receive similar tax treatment under any subsequent amendments thereto or successor laws thereof).

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company The Borrower will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless except: (a1) if such transaction was entered into prior to the Company Funding Date; (2) if such transaction was for the sale and leasing back to the Borrower or any of its Subsidiaries of any property by a Subsidiary; (3) if the Borrower or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or Borrower Obligations pursuant to Section 7.1; (b4) if the Company Borrower or such Restricted Subsidiary shall apply applies an amount equal to the net proceeds from the sale of such Restricted Property property to the retirement, purchase of other property or assets used or useful in the business of the Borrower or any Subsidiaries or to the retirement of long-term Indebtedness within 120 days of 12 months before or after the effective date of any such Sale and Leaseback Transaction, provided that, in lieu of Funded Debt applying such amount to the retirement of long-term Indebtedness, the Company Borrower or such Restricted Subsidiary may deliver debt securities to the applicable trustee for cancellation, such debt securities to be credited at the cost thereof to the Borrower or such Subsidiary; provided, however, that or (5) to the extent such Sale and Leaseback Transaction consists of Indebtedness of a Non-Guarantor Subsidiary permitted under Section 7.4 (other than clause (k) thereof). Notwithstanding the restrictions set forth in this Section 10.06 shall not prevent 7.2, the Company or any Restricted Subsidiary from: (a) entering Borrower and Subsidiaries may enter into any Sale and Leaseback Transaction which would otherwise be subject to the foregoing restrictions of this Section 7.2 if, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to such transactions (not involving including Attributable Debt permitted under clauses (1) through (5) of this Section 7.2), together with all Secured Debt outstanding pursuant to the final paragraph of Section 7.1 and all Indebtedness of Non-Guarantor Subsidiaries outstanding pursuant to the final paragraph of Section 7.4, does not exceed 15.0% of Consolidated Total Assets calculated on a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertypro forma basis.

Limitation on Sale and Leaseback Transactions. So long Unless specified, as contemplated by Section 2.02 or Section 3.01, as the case may be, not to be applicable to Securities of any series, this Section shall be applicable to Securities of each series for the benefit of the Securities of such series as long as any Series Securities of such series are OutstandingOutstanding (subject to clause (a)(ii) of Section 5.03, the Company as contemplated by subclause (x) thereof). The Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), Transaction unless (a) the Company sum of (i) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt then outstanding pursuant to all other Sale and Leaseback Transactions entered into by the Guarantor after July 15, 1985, or such entered into by a Restricted Subsidiary would be entitledafter July 15, pursuant to 1985, or, if later, the provisions date on which it became a Restricted Subsidiary, and (iii) the aggregate of Section 10.05, to incur all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Guarantee is (or, following the substitution of the Company by the Guarantor in accordance with Section 9.03, the Securities are) secured by a Lien on the Restricted Property to be leased in equally and ratably with (or prior to) such Secured Indebtedness) would not exceed 10% of Consolidated Net Tangible Assets or (b) an amount equal to the Attributable Debt with respect greater of (i) the net proceeds to the Guarantor or the Restricted Subsidiary of the sale of the Principal Property sold and leased back pursuant to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (bii) the Company or such Restricted Subsidiary shall apply an amount equal of Attributable Debt to the proceeds from the sale of such Restricted Property be outstanding pursuant to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, is applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company Guarantor or any Restricted Subsidiary from: Subsidiaries (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more other than three years, Funded Debt which is subordinated to the Securities or (b) entering into any Sale and Leaseback Transaction in respect of which is owing to the Guarantor or any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into Subsidiaries) within 180 days after the later of the acquisition, completion of construction or commencement of operation consummation of such Restricted PropertySale and Leaseback Transaction.

Limitation on Sale and Leaseback Transactions. So long as any of the Securities of any Series are Outstandingremain outstanding, the Company will not, and nor will not the Company permit any Restricted Tax Consolidated Subsidiary to, directly or indirectly enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally unless immediately thereafter (and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal after giving effect to the application of proceeds from therefrom), the sale aggregate amount of such Restricted Property to the retirement, within 120 days Capitalized Rent in respect of the effective date of any such Sale and Leaseback TransactionTransactions, together with the aggregate principal amount of Funded all Secured Debt (other than Permitted Encumbrances) would not exceed 10% of the Company or such Restricted SubsidiaryConsolidated Net Tangible Assets; provided, however, that this Section 10.06 the foregoing restrictions shall not prevent apply to, and there shall be excluded in computing the Company or any Restricted Subsidiary from: aggregate amount of Capitalized Rent for the purpose of such restrictions, the following Sale and Leaseback Transactions: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term entered into to finance the payment of more than three years, all or (b) entering into any Sale and Leaseback Transaction in respect part of any Restricted Property owned at the date hereof purchase price of property acquired or constructed by the Company or a Restricted SubsidiaryTax Consolidated Subsidiary (including any improvements to existing property) or entered into prior to, if at the time of or within 270 days after the acquisition or construction of such property, which Sale and Leaseback Transaction is entered into within 180 days after for the later purpose of financing all or part of the purchase or construction price thereof; provided, however, that in the case of any such acquisition, completion such Sale and Leaseback Transaction shall not involve any property transferred by the Company or a Tax Consolidated Subsidiary to a Subsidiary of the Company (other than a Tax Consolidated Subsidiary) in contemplation of or in connection with such Sale and Leaseback Transaction or involve any property of the Company or a Tax Consolidated Subsidiary other than the property so acquired (other than, in the case of construction or commencement improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or the improvement, is located); (b) any Sale and Leaseback Transaction involving property of operation a Person existing at the time such Person is merged into or consolidated with the Company or a Tax Consolidated Subsidiary or at the time of such Restricted Property.a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company or a Tax Consolidated Subsidiary; (c) any Sale and Leaseback Transaction in which the lessor is a government or governmental entity and which Sale and Leaseback Transaction is entered into to secure partial progress, advance or other payments, or other

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary of its Significant Subsidiaries to, enter into any arrangement, directly or indirectly, Sale and Leaseback Transaction unless: (i) the Sale and Leaseback Transaction is solely with any Person providing for the leasing by the Company or any of its Subsidiaries; (ii) the lease is for a Restricted Subsidiary period not in excess of any Restricted Property owned at the date hereof36 months, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased including renewals; (a "Sale and Leaseback Transaction"), unless (aiii) the Company or such Restricted Significant Subsidiary would (at the time of entering into such arrangement) be entitled, pursuant to the provisions entitled as described in clauses (i) through (x) of Section 10.054.03, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesNotes then outstanding under this Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Mortgage on such property or assets in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (biv) the Company or such Restricted Significant Subsidiary shall apply an amount equal to the proceeds from within 360 days after the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company property or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease assets in connection with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (A) the net proceeds of the sale of such property or assets or (B) the fair market value of such property or assets to (i) the retirement of Notes, other Funded Debt of the Company ranking on a parity with the Notes or Funded Debt of a Subsidiary or (ii) the acquisition of different property, facilities or equipment or the expansion of the Company’s existing business, including the acquisition of other businesses or capital expenditures; or (v) the Attributable Debt of the Company and its Significant Subsidiary in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into within 180 days after the later Closing Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (i) through (iv) of this Section 4.04), plus the acquisitionaggregate principal amount of Indebtedness secured by Mortgages then outstanding (not including any such Indebtedness secured by Mortgages described in clauses (i) through (x) of Section 4.03) which do not equally and ratably secure the Notes (or secure Notes on a basis that is prior to other Indebtedness secured thereby), completion would not exceed 10% of construction or commencement of operation of such Restricted PropertyConsolidated Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any of the Company's Restricted Subsidiary to, enter into any arrangement, Subsidiaries to directly or indirectly, enter into, assume, guarantee or otherwise become liable with respect to any Person providing for the leasing by the Company Sale and Leaseback Transaction involving any Principal Property or a Restricted Subsidiary of any Restricted portion thereof (whether such Principal Property is owned at the date hereofof the indenture or thereafter acquired), which Restricted if, immediately after giving effect thereto, the sum, without duplication, of (a) the aggregate principal amount of all Secured Debt (other than Excluded Debt) and (b) the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions (other than Excluded Transactions) would exceed 10% of the Company's Consolidated Net Tangible Assets as of the date of determination. The provisions set forth in the immediately preceding paragraph shall not apply to any Sale and Leaseback Transaction (an "Excluded Transaction") if: (1) within 180 days from the date of the sale of the Principal Property has been (or is to be sold or transferred by portion thereof) involved in such Sale and Leaseback Transaction, the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in applies an amount equal to not less than the Attributable Debt with respect net proceeds of the sale of the Principal Property (or portion thereof) sold pursuant to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securitiesto retire (other than pursuant to a payment at maturity, a mandatory sinking fund payment or (bany other mandatory repurchase, redemption, prepayment or retirement) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent any Subsidiary (other than Funded Debt held by the Company or any Restricted Subsidiary from: of the Company and Funded Debt of the Company which is subordinate in right of payment to the securities), or to purchase other property having a fair value (aas determined by the Board of Directors by Board Resolution) entering into any at least equal to the net proceeds of the sale (as determined by the Board of Directors by Board Resolution) of the Principal Property (or portion thereof) sold in such Sale and Leaseback Transaction not involving and which other property constitutes a lease with a term of more than three years, Principal Property (or portion thereof); (b2) entering into any such Sale and Leaseback Transaction in respect occurs within 360 days after the latest to occur of any Restricted Property owned at the date hereof of acquisition (whether by merger, consolidation, acquisition of stock or assets or otherwise) by the Company or a Restricted Subsidiary, if such Subsidiary or the completion of construction of the Principal Property (or portion thereof) sold pursuant to such transaction; (3) such Sale and Leaseback Transaction is between the Company and any Subsidiary or between any Subsidiaries; (4) at the time such Sale and Leaseback Transaction is entered into within 180 days after into, the later term of the acquisitionrelated lease (including any renewals thereof as the option of the lessor or the lessee) to the Company or such Subsidiary of the Principal Property (or portion thereof) sold pursuant to such transaction is three years or less; (5) such Sale and Leaseback Transaction is a transaction in which the relevant Principal Property (or portion thereof) is sold to and leased back from a government or governmental body in connection with industrial revenue, completion pollution control, private activity bond or similar financing; (6) such Sale and Leaseback Transaction was entered into by the Company or one of construction the Company's Subsidiaries prior to the date of the indenture; (7) in the case of a Sale and Leaseback Transaction originally entered into by a Person other than the Company or commencement one of operation the Company's Subsidiaries, such Sale and Leaseback Transaction was existing at the time such Person was acquired by the Company or any of the Company's Subsidiaries (whether by merger, consolidation, acquisition of stock or otherwise); or (8) such Sale and Leaseback Transaction is for the sole purpose of extending, renewing or replacing in whole or in part the Liens referred to in the clauses (1), (2) and (3) under "Covenants of the Company -- Limitations on Liens" provided, however, that the net proceeds of the sale of the Principal Property sold pursuant to such Sale and Leaseback Transaction excluded pursuant to this clause (10) shall be excluded only in an amount not to exceed the principal amount of Debt so secured by such Liens at the time of such Restricted extension, renewal or replacement (together with any premium, fee or expenses (other than interest) payable in connection with any such replacement, extension or renewal), and that such extension, renewal or replacement shall be limited to all or a part of the Principal Property, Debt, shares of capital stock or other ownership interests, as the case may be, subject to the Liens so extended, renewed or replaced.

Limitation on Sale and Leaseback Transactions. So long as On or after the Securities of any Series are OutstandingRelease Date, the Company will notshall not permit, and will shall not permit any Restricted Subsidiary to, enter into any arrangementSale and Leaseback Transaction, directly or indirectlyunless either (a) immediately thereafter, with any Person providing for the leasing sum of (1) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into by the Company or a Restricted Subsidiary on or after the Release Date (or, in the case of any a Restricted Property owned at Subsidiary, the date hereofon which it became a Restricted Subsidiary, which Restricted Property has been if on or is to be sold or transferred by after the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased Release Date) and (a "Sale and Leaseback Transaction"), unless (a2) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions aggregate amount of Section 10.05, to incur Secured Indebtedness all Debt secured by a Lien on Lien, excluding Debt which is secured to the Restricted Property to be leased in same extent as the Securities, does not exceed 15% of the Company's Consolidated Net Tangible Assets, or (b) an amount equal to the greater of the net proceeds to the Company or a Restricted Subsidiary from such sale and the Attributable Debt with respect to be outstanding pursuant to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal is used within 180 days to the proceeds from the sale retire long-term debt of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if provided that in no event shall the Company be required on or prior to the Fifth Anniversary to retire (i) Securities pursuant to this Section 1010 that have an aggregate principal amount in excess of 25% of the original aggregate principal amount of the Securities or (ii) Other Senior Notes of a series pursuant to this Section 1010 that have an aggregate principal amount in excess of 25% of the original aggregate principal amount of such Sale series of the Other Senior Notes or (iii) Senior Subordinated Notes pursuant to this Section 1010 that have an aggregate principal amount in excess of 25% of the original aggregate principal amount of the Senior Subordinated Notes, and Leaseback Transaction is entered into within 180 days provided further that, promptly after the later of Fifth Anniversary, the acquisitionCompany will retire any Securities, completion of construction Other Senior Notes and Senior Subordinated Notes that would have been retired under this Section 1010 but for the foregoing proviso. However, Debt which is subordinate to the Securities or commencement of operation of such which is owed to the Company or a Restricted PropertySubsidiary may not be retired.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company will PCS shall not, and will shall not permit any Restricted Subsidiary of PCS to, enter into any arrangementSale and Leaseback Transaction with respect to any Principal Property (except for a period, directly or indirectlyincluding renewals, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned not exceeding 36 months) unless: (a) at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or time of entering into such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction, PCS or such Subsidiary would be entitled to incur Debt, in a principal amount equal to the Attributable Debt in respect of such Sale and Leaseback Transaction, secured by a Lien, without equally and ratably securing the Securities; (b) PCS or such Subsidiary applies, within 12 months after the sale or transfer, an amount equal to the greater of (i) the net proceeds of the Principal Property sold pursuant to the Sale and Leaseback Transaction, or (ii) the fair value (in the opinion of an executive officer of PCS) of such Principal Property to the acquisition of or construction on property used or to be used in the ordinary course of business of PCS or a Subsidiary of PCS, and PCS shall have elected to designate such amount as a credit against such Sale and Leaseback Transaction; or (c) PCS or such Subsidiary applies, within 12 months after the sale or transfer, an amount equal to the net proceeds of Principal Property sold pursuant to the Sale and Leaseback Transaction to the voluntary defeasance or retirement of Debt, which amount shall not be less than the fair value (in the opinion of an executive officer of PCS) of such Principal Property less an amount equal to the principal amount of such Debt voluntarily defeased or retired by PCS or such Subsidiary within such 12 month period and not designated as a credit against any other Sale and Leaseback Transaction. Notwithstanding the foregoing, in no event shall PCS be required to defease or retire, in the aggregate with respect to any and all such transactions, more than 25% of the original aggregate principal amount of a series of Securities on or prior to the fifth anniversary of the Issue Date thereof. If the aggregate net proceeds that PCS would be otherwise required to defease or retire Securities on or prior to the fifth anniversary of the Issue Date would exceed 25% of the original aggregate principal amount of such series (such excess being "25% Excess Proceeds"), unless (a) the Company then promptly after such fifth anniversary PCS shall defease or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased retire Securities in an amount equal to the Attributable Debt with respect to 25% Excess Proceeds. Pending such Sale and Leaseback Transaction without equally and ratably securing the Outstanding defeasing or retiring of Securities, or (b) the Company or such Restricted Subsidiary 25% Excess Proceeds shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale be invested and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 maintained in Permitted Short-Term Investments and PCS shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction distribute such proceeds in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertyits shares.

Limitation on Sale and Leaseback Transactions. So long as On or after the Securities of any Series are OutstandingRelease Date, the Company will notshall not permit, and will shall not permit any Restricted Subsidiary to, enter into any arrangementSale and Leaseback Transaction, directly or indirectlyunless either (a) immediately thereafter, with any Person providing for the leasing sum of (1) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into by the Company or a Restricted Subsidiary on or after the Release Date (or, in the case of any a Restricted Property owned at Subsidiary, the date hereofon which it became a Restricted Subsidiary, which Restricted Property has been if on or is to be sold or transferred by after the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased Release Date) and (a "Sale and Leaseback Transaction"), unless (a2) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions aggregate amount of Section 10.05, to incur Secured Indebtedness all Debt secured by a Lien on Lien, excluding Debt which is secured to the Restricted Property to be leased in same extent as the Securities, does not exceed 15% of the Company's Consolidated Net Tangible Assets, or (b) an amount equal to the greater of the net proceeds to the Company or a Restricted Subsidiary from such sale and the Attributable Debt with respect to be outstanding pursuant to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal is used within 180 days to the proceeds from the sale retire long-term debt of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale provided that in no event shall the Company be required on or prior to the Fifth Anniversary to retire Securities pursuant to this Section 1010 that have an aggregate principal amount in excess of 25% of the original aggregate principal amount of the Securities, and Leaseback Transaction is entered into within 180 days provided further that, promptly after the later of Fifth Anniversary, the acquisitionCompany will retire any Securities that would have been retired under this Section 1010 but for the foregoing proviso. However, completion of construction Debt which is subordinate to the Securities or commencement of operation of such which is owed to the Company or a Restricted PropertySubsidiary may not be retired.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company The Issuers will not, and will not permit any Restricted Significant Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless Transaction with respect to any Principal Property unless: (a) the Company or such Restricted Significant Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien mortgage on the Restricted Property property to be leased in an amount equal to the Attributable Debt Liens with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or Notes of such series pursuant to Section 4.05 of this Indenture; (b) the Company or such Restricted Subsidiary shall apply an amount equal to the net proceeds from of the sale of such Restricted the Principal Property to the retirement, be leased are applied within 120 365 days of the effective date of the Sale and Leaseback Transaction to (i) the purchase, construction, development or acquisition of another Principal Property or (ii) the repayment of (x) any series of Notes, (y) Indebtedness of the Issuers that ranks equally with, or is senior to, the Notes or (z) any Indebtedness of one or more Significant Subsidiaries; provided, in each case, that in lieu of applying such amount to such retirement, the Issuers may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Issuers; (c) such Sale and Leaseback Transaction, of Funded Debt of Transaction was entered into prior to the Company or Issue Date; (d) such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving involves a lease with a term of for not more than three years, years (or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof which may be terminated by the Company or a Restricted Subsidiary, if Significant Subsidiary within a period of not more than three years); or (e) such Sale and Leaseback Transaction is entered into within 180 days after with respect to any Principal Property was between only the later Company and a Subsidiary of the acquisition, completion Company or only between Subsidiaries of construction or commencement of operation of such Restricted Propertythe Company.

Limitation on Sale and Leaseback Transactions. So long as (a) Without equally and ratably securing the Securities of (together with, if the Company so determines, any Series are Outstandingother Indebtedness ranking equally with the Securities), the Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person providing for the leasing by the Company or a any Restricted Subsidiary of any Restricted Operating Property or Operating Asset now owned at the date hereof, which Restricted Property or hereafter acquired that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to with the intention of taking back a lease of such Person subject to a Lien on the Restricted Property to be leased property (a "“Sale and Leaseback Transaction")”) unless the terms of such sale or transfer have been determined by the Board of Directors to be fair and arms’ length and (i) within 180 days after the receipt of the proceeds of such sale or transfer, unless the Company or such Restricted Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to the prepayment or retirement (aother than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or any Restricted Subsidiary, or (ii) the Company or such Restricted Subsidiary would be entitled, at the effective date of such sale or transfer, to incur Indebtedness secured by a Mortgage on such Operating Property or Operating Asset, in an amount at least equal to the Attributable Debt in respect thereof, without equally and ratably securing the Securities pursuant to the provisions of Section 10.053.7, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 above. The foregoing restriction shall not prevent the Company or any Restricted Subsidiary from: (a) entering into apply to any Sale and Leaseback Transaction not involving a lease with for a term of not more than three yearsyears including renewals, or (bx) entering into any Sale and Leaseback Transaction with respect to Operating Property and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment is entered into with respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such to said Sale and Leaseback Transaction within three years after the latest of (1) the date of issuance of the first Series of Securities hereunder or (2) the date when such Operating Property was acquired (as the term “acquired” is used in the definition of Operating Property), any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the acquisitiondate such property was acquired and, completion if applicable, the date such property was first placed in operation, or (z) any Sale and Leaseback Transaction between the Company and any Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Wholly Owned Restricted Subsidiary. (b) Notwithstanding the provisions of construction subsection (a) of this Section 3.8, the Company or commencement any Restricted Subsidiary may, in addition to Sale and Leaseback Transactions permitted by subsection (a) of operation this Section 3.8, enter into Sale and Leaseback Transactions without any obligation to retire any Senior Funded Debt of the Company or a Restricted Subsidiary; provided that, at the time of entering into such Restricted PropertySale and Leaseback Transactions, and after giving effect thereto, Exempted Debt does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company (a) The Issuer will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement, directly or indirectly, arrangement with any other Person providing for pursuant to which the leasing by the Company Issuer or a Restricted Subsidiary any of its Subsidiaries leases any Restricted Principal Property owned at the date hereof, which Restricted Property that has been or is to be sold or transferred by the Company Issuer or such Restricted the Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Transaction"”), unless . (ab) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such The following Sale and Leaseback Transaction without equally Transactions are not subject to the limitation above or the restrictions set forth in Section 1010: (1) temporary leases for a term, including renewals at the option of the lessee, of not more than three years; (2) leases between only the Issuer and ratably securing a Subsidiary of the Outstanding Securities, Issuer or only between Subsidiaries of the Issuer or leases with an Excluded Subsidiary for so long as it constitutes an Excluded Subsidiary; (b3) the Company or such Restricted Subsidiary shall apply an amount equal to leases where the proceeds from the sale of such Restricted Property the subject property are at least equal to the retirementfair market value (as determined in good faith by the Issuer) of the subject property and the Issuer applies an amount equal to the net proceeds of the sale to the retirement of long term Indebtedness or the purchase, construction, development, expansion or improvement of other property or equipment used or useful in its business, within 120 270 days of the effective closing date of any such Sale and Leaseback Transactionsale; provided that in lieu of applying such amount to the retirement of long-term Indebtedness, the Issuer may deliver Notes to the Trustee or other debt securities to the trustee of such long-term Indebtedness for cancellation; and (4) leases of property executed by the time of, or within 270 days after the latest of, the acquisition, the completion of construction, development, expansion or improvement, or the commencement of commercial operation, of Funded Debt of the Company or such Restricted Subsidiary; providedsubject property. (c) Notwithstanding the foregoing, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering Issuer and its Subsidiaries may enter into any Sale and Leaseback Transaction that would otherwise be subject to the restrictions set forth in the first paragraph above, if after giving effect thereto and at the date of determination, Aggregate Net Availability Debt does not involving a lease with a term exceed the greatest of more than three years(a) $1,000.0 million, or (b) entering into any Sale and Leaseback Transaction in respect 15% of any Restricted Property owned at the Consolidated Net Tangible Assets of the Issuer measured as of the closing date hereof by the Company or a Restricted Subsidiary, if of such Sale and Leaseback Transaction is entered into within 180 days after the later and (c) 3.75 times EBITDA of the acquisition, completion of construction or commencement of operation of such Restricted PropertyIssuer for the Applicable Measurement Period.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (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 arrangement, directly or indirectly, with any Person providing sale and leaseback transaction for the sale and leasing by back of any property, whether now owned or hereafter acquired, unless: (1) 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 Restricted Subsidiary of any Restricted Property owned at property by one of the date hereof, which Restricted Property has been Company’s Subsidiaries; (3) such transaction involves a lease for not more than three years (or is to that may be sold or transferred terminated by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to within a Lien on the Restricted Property to be leased period of not more than three years); (a "Sale and Leaseback Transaction"), unless (a4) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction leaseback transaction without equally and ratably securing the Outstanding Securities, or Notes pursuant to clauses (b1) through (11) of Section 4.2(a); or (5) the Company or such Restricted any Subsidiary shall apply of the Company applies an amount equal to the net proceeds from the sale of such Restricted Property property to the retirement, purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 120 270 days of before or after the effective date of any such Sale sale and Leaseback Transactionleaseback transaction; provided that, in lieu of Funded applying such amount to the retirement of long-term Indebtedness, the Company may deliver Notes to the Trustee for 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 its Subsidiaries may enter into any sale and leaseback transaction that would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.2(b), does not exceed 10% of the Consolidated Net Assets of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later calculated as of the acquisition, completion closing date of construction or commencement of operation of such Restricted Propertythe sale and leaseback transaction.

Limitation on Sale and Leaseback Transactions. So long as the any Securities of any Series series are Outstandingoutstanding, the Company will notshall not enter into, and will shall not permit any Restricted Subsidiary toto enter into, enter into any arrangement, directly Sale and Leaseback Transaction with respect to any Principal Property unless: (a) such Sale and Leaseback Transaction involves a lease for a term of not more than five years; (b) such Sale and Leaseback Transaction is between the Company and a Subsidiary Guarantor or indirectly, with any Person providing for the leasing by between Subsidiary Guarantors; (c) the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on such property or assets involved in such Sale and Leaseback Transaction without equally and ratably securing the Restricted Property Securities pursuant to be leased in Section 4.06 above; (d) the cash proceeds of such Sale and Leaseback Transaction are at least equal to the Attributable Debt with respect to the Sale and Leaseback Transaction and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, within 270 days of such sale to either (or a combination) of (b1) the Company or such Restricted Subsidiary shall apply an amount equal to retirement (other than the proceeds from the sale of such Restricted Property to the mandatory retirement, within 120 days mandatory prepayment or sinking fund payment or by payment at maturity) of the effective date long-term debt of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted SubsidiarySubsidiary (other than long-term debt that is subordinated to the Securities) or (2) the acquisition, if such purchase, improvement or development of other comparable property, including the acquisition of other businesses; or (e) the Attributable Debt of the Sale and Leaseback Transaction is entered into within 180 days after the later an amount which, together with, without duplication, (1) all Attributable Debt of the acquisitionCompany and its Restricted Subsidiaries under this clause (e), completion (2) all other Indebtedness secured by a Lien that is not otherwise permitted by the provisions of construction or commencement Sections 4.06(a) through (m), and (3) any Indebtedness incurred by a Subsidiary of operation the Company pursuant to clause (3) of Section 4.08, does not at the time of such Restricted Propertytransaction exceed 5% of Consolidated Total Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, Neither the Company will notnor any of its Subsidiaries may enter into, and will not permit any Restricted Subsidiary toassume, enter into any arrangement, directly guarantee or indirectly, otherwise become liable with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or respect to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction")Transaction involving any Property, if the latest to occur of, the acquisition, the completion of construction or the commencement of commercial operation of such Property shall have occurred more than 180 days prior thereto, unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur could create Secured Indebtedness Debt secured by a Lien on such Property under the Restricted Property to be leased restrictions described in Section 9.8 in an amount equal to the Attributable Debt with respect to such the Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, Securities or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirementSubsidiary, within 120 180 days of from the effective date of any such Sale and Leaseback Transaction, applies an amount not less than the greater of Funded Debt (i) the net proceeds of the Company sale of such Property leased pursuant to such arrangement or (ii) the fair value, in the opinion of the Board of Directors, of such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent Property (as of the Company or any Restricted Subsidiary from: (a) time of entering into such Sale and Leaseback Transaction) to (x) the retirement of its Funded Debt, including, for this purpose, any currently maturing portion of such Funded Debt, or (y) the purchase of other property having a fair value (as of the time of such purchase), in the opinion of the Board of Directors, at least equal to the fair value, in the opinion of the Board of Directors, of the Property leased in such Sale and Leaseback Transaction (as of the time of entering into such Sale and Leaseback Transaction). This restriction will not apply to any Sale and Leaseback Transaction not involving a lease with a (1) between the Company and any Subsidiary or between any Subsidiaries, (2) entered into prior to the date of this Indenture or (3) for which, at the time the transaction is entered into, the term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by related lease to the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later Subsidiary of the acquisition, completion of construction Property sold pursuant to such transaction is three years or commencement of operation of such Restricted Propertyless.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (a) The Company will not, and will its Restricted Subsidiaries shall not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless Transaction with respect to any Principal Property unless: (ai) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness Debt secured by a Lien on the Restricted Principal Property to be leased involved in an such Sale and Leaseback Transaction at least equal in amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction Transaction, without equally and ratably securing the Outstanding Securities, or Notes pursuant to Section 2.12; or (bii) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value of the affected Principal Property (as determined in good faith by the Board of Directors) and the Company or such Restricted Subsidiary shall apply applies an amount equal to the proceeds from the sale Net Proceeds of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback TransactionTransaction within 180 days of such Sale and Leaseback Transaction to any (or a combination) of: (A) the prepayment or retirement of the Notes, (B) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of Funded other Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any of a Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more other than three years, Debt that is subordinated to the Notes or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by Debt owed to the Company or a Restricted Subsidiary) 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, if such at the option of the obligor in respect thereof, beyond 12 months from its creation, or (C) the purchase, construction, development, expansion or improvement of other comparable property. (b) The restriction set forth in paragraph (a) above shall not apply to any Sale and Leaseback Transaction Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.13 or in Section 2.12(c), with respect to any such transaction: (i) solely between the Company and a Restricted Subsidiary or solely between Restricted Subsidiaries; or (ii) in which the applicable lease is entered for a term, including renewal rights, of not more than three years. (c) Notwithstanding the restrictions set forth in paragraph (a) above, the Company will be permitted to enter into within 180 days after Sale and Leaseback Transactions otherwise prohibited by this Section 2.13, the later Attributable Debt with respect to which, together with all Debt outstanding pursuant to Section 2.12(c), without duplication, do not exceed the greater of 15% of the acquisition, completion Company’s Consolidated Net Tangible Assets and $200.0 million measured at the closing date of construction or commencement the Sale and Leaseback Transaction. This Section 2.15 has been included in this Supplemental Indenture expressly and solely for the benefit of operation of such Restricted Propertythe Notes.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement, directly or indirectly, Sale and Leaseback Transaction unless: (1) the Sale and Leaseback Transaction is solely with any Person providing for the leasing by the Company or any of its Subsidiaries; (2) the lease is for a Restricted Subsidiary period not in excess of any Restricted Property owned at the date hereof24 months, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased including renewals; (a "Sale and Leaseback Transaction"), unless (a3) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled, pursuant to the provisions entitled as described in clauses (1) through (9) of Section 10.054.06(a) to create, to incur Secured incur, issue, assume or guarantee Indebtedness secured by a Lien on such property or assets in the Restricted Property to be leased in an amount equal to of the Attributable Debt with respect to arising from such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or Transaction; (b4) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from Subsidiary, within 360 days after the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company property or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease assets in connection with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (A) the net proceeds of the sale of such Principal Property or (B) the fair market value of such Principal Property to (i) the retirement of Notes, other Funded Debt of the Company ranking on a parity with the Notes or Funded Debt of a Subsidiary of the Company or (ii) the purchase of property or assets used or useful in its business or to the retirement of long-term indebtedness; or (5) the Attributable Debt of the Company and its Subsidiary in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into within 180 days after the later Issue Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (1) through (4) of this sentence), plus the aggregate principal amount (without duplication) of (x) Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by Liens described in clauses (1) through (9) of Section 4.06(a)) which do not equally and ratably secure the Notes (or secure Notes on a basis that is prior to other Indebtedness secured thereby) and (y) Non-Guarantor Subsidiary Debt (with the exception of Non-Guarantor Subsidiary Debt which is described in clauses (1) through (6) of Section 4.07(a)), would not exceed an amount equal to (x) 15% of Consolidated Net Tangible Assets less (y) the aggregate principal amount of the acquisitionInitial Notes outstanding at such time and the amount of (i) any Indebtedness incurred to extend, completion of construction renew, replace or commencement of operation of refund such Restricted PropertyInitial Notes secured by Liens pursuant to Section 4.06(a)(8), (ii) any Indebtedness incurred pursuant to Section 4.06(a)(8) to refinance Indebtedness incurred pursuant to Section 4.07(b) and (iii) any Indebtedness incurred pursuant to Section 4.07(a)(6) to refinance Indebtedness incurred pursuant to Section 4.07(b) (but excluding any Additional Refinancing Amount).

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, enter into, assume, Guarantee or otherwise become liable with respect to any Person providing for the leasing by Sale and Leaseback Transaction, other than a Sale and Leaseback Transaction between the Company or a Restricted Subsidiary of any on the one hand and a Restricted Property owned at the date hereof, which Restricted Property has been Subsidiary or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction")other hand, unless (ai) the Company or such Restricted Subsidiary would be entitled, pursuant entitled to Incur a Lien to secure Debt by reason of the provisions of Section 10.051015, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased equal in an amount equal to the Attributable Debt Value of the Sale and Leaseback Transaction, without equally and ratably securing the Securities and (ii) the Sale and Leaseback Transaction is treated as an Asset Disposition and all of the conditions of Section 1018 (including the provisions concerning the application of Net Available Proceeds) are satisfied with respect to such Sale and Leaseback Transaction, treating all of the consideration received in such Sale and Leaseback Transaction without equally as Net Available Proceeds for purposes of such Section 1018. SECTION 1018. Limitation on Asset Dispositions. -------------------------------- The Company shall not, and ratably securing the Outstanding Securitiesshall not permit any Restricted Subsidiary to, or make any Asset Disposition unless: (bi) the Company or the Restricted Subsidiary, as the case may be, receives consideration for such Restricted Subsidiary shall apply an amount disposition at least equal to the proceeds from Fair Market Value for the sale assets sold or disposed of as determined by the Board of Directors in good faith and evidenced by a Board Resolution; and (ii) at least 75% of the consideration for such Restricted Property disposition consists of cash or Cash Equivalents or the assumption of Debt of the Company (other than Debt that is subordinated to the retirementSecurities) or of the Restricted Subsidiary and release from all liability on the Debt assumed. If the aggregate of Net Available Proceeds within any twelve-month period exceeds $5 million, then all such Net Available Proceeds shall be applied within 120 360 days of the effective last such Asset Disposition (1) first, to the permanent repayment or reduction of Debt then outstanding under any Credit Facility, to the extent such agreements would require such application or prohibit payments pursuant to clause (2) following; (2) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase Outstanding Securities at a price in cash equal to 100% of the Accreted Value of the Securities on the purchase date plus accrued and unpaid interest thereon and premium, if any, not otherwise included in the Accreted Value to such purchase date and, to the extent required by the terms thereof, any other Debt of the Company that is pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date (or 100% of the accreted value plus accrued and unpaid interest and premium, if any, to the purchase date in the case of original issue discount Debt); (3) third, to the extent of any such Sale and Leaseback Transactionremaining Net Available Proceeds following the completion of the Offer to Purchase, to the repayment of Funded other Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term Debt of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale to the extent permitted under the terms thereof; and Leaseback Transaction (4) fourth, to the extent of any remaining Net Available Proceeds, to any other use as determined by the Company which is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertynot otherwise prohibited by this Indenture.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary to, enter into engage in any arrangement, directly or indirectly, with sale and leaseback transaction involving any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased unless either (a "Sale and Leaseback Transaction"), unless (a1) the Company or such Restricted Subsidiary its Subsidiaries would be entitled, entitled pursuant to the provisions described in clauses (1) through (24) of the second paragraph of Section 10.055.01 of this Supplemental Indenture to incur, to incur Secured Indebtedness issue, assume or guarantee indebtedness secured by a Lien on the Restricted such Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, Notes then outstanding or (b2) the Company or such Restricted Subsidiary shall apply an amount equal apply, or cause to be applied to the proceeds from the sale retirement of such Restricted Property to the retirement, its secured debt within 120 days of after the effective date of any the sale and leaseback transaction, an amount not less than the greater of (i) the net proceeds (net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such Sale and Leaseback Transaction, of Funded Debt sale) of the sale of the Property leased pursuant to such arrangement or (ii) the Fair Market Value of the Property so leased. This restriction will not apply to a sale and leaseback transaction between the Company and a Subsidiary or such Restricted Subsidiary; providedbetween Subsidiaries or involving the taking back of a lease for a period of less than three years. Notwithstanding the restrictions described above, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering of its Subsidiaries may enter into any Sale a sale and Leaseback Transaction not involving a lease with a term of more than three yearsleaseback transaction provided, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned that at the date hereof time of such transaction, after giving effect thereto, the Attributable Value thereof, together with all indebtedness secured by Xxxxx permitted pursuant to Section 5.01 of this Supplemental Indenture other than all indebtedness secured by Xxxxx permitted as described in clauses (1) through (24) of the second paragraph of Section 5.01 of this Supplemental Indenture and other than the Attributable Value of such sale and leaseback transactions permitted by the Company or a Restricted Subsidiarypreceding paragraph, if such Sale and Leaseback Transaction is entered into within 180 days after the later does not exceed 15% of Consolidated Net Tangible Assets of the acquisition, completion of construction or commencement of operation of such Restricted PropertyCompany.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will shall not, and will shall not permit any Restricted Subsidiary owning a Principal Property to, enter into any arrangement, directly Sale and Leaseback Transaction with respect to any Principal Property unless: (a) such transaction involves a lease for not more than three years (or indirectly, with any Person providing for the leasing which may be terminated by the Company or any Subsidiary within a Restricted Subsidiary period of any Restricted Property owned at not more than three years); (b) such transaction involves leases of property executed by the date hereoftime of, which Restricted Property has been or within 12 months after the latest of, the acquisition, the completion of construction or improvement or the commencement of commercial operation of the property; (c) such transaction is to be sold or transferred by with the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on another Subsidiary; or (d) the Restricted Property net proceeds of the sale of the property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount are at least equal to such property’s fair market value, as determined by the Attributable Debt with respect to Board of Directors in good faith, and such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the net proceeds from the sale of such Restricted Property to the retirement, are applied within 120 365 days of the effective date of any such the Sale and Leaseback Transaction, or the Company enter into a definitive agreement within such 365-day period to apply such net proceeds, to (1) the purchase, construction, development or acquisition of Funded properties or assets, (2) the redemption, repayment or other retirement for value of the Securities or any Debt of the Company that ranks equally in right of payment with the Securities and has a remaining term of at least one year or such Restricted Subsidiary; providedany Debt of one or more Subsidiaries that has a remaining term of at least one year or (3) any combination of the applications referred to in clauses (1) and (2). Notwithstanding the restrictions in the paragraph above, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering and its Subsidiaries will be permitted to enter into any Sale and Leaseback Transaction not involving a lease Transactions that would otherwise be subject to such restrictions if, after giving effect thereto, the aggregate amount of all Attributable Debt with a term of more than three years, or (b) entering into any respect to Sale and Leaseback Transaction Transactions existing at such time that could not have been entered into except for the provisions described in respect this Section 1008, together with the aggregate principal amount of any Restricted Property owned all outstanding Debt secured by Liens permitted by the second full paragraph in Section 1007, does not at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later time exceed 20% of the acquisition, completion of construction or commencement of operation of such Restricted PropertyConsolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), Transaction unless (ai) the Company or such Restricted Subsidiary would be entitled, pursuant entitled to the provisions of Section 10.05, to incur Secured Indebtedness secured by create a Lien on the Restricted Property to be leased such property or assets securing Indebtedness in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction transaction without equally and ratably securing the Outstanding Securities, Securities pursuant to clauses (1) through (8) of Section 1005 or (bii) 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 the Company or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds from the sale of such Restricted Property sale to the retirement, within 120 90 days of the effective date of any such Sale and Leaseback Transactionarrangement, of Funded Debt Securities, of Indebtedness of the Company which ranks senior or such Restricted Subsidiarypari passu with the Securities or of Indebtedness of a Subsidiary (other than Indebtedness owed to the Company or a Subsidiary or to PSEG); provided, however, that this Section 10.06 shall not prevent in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Company or any Restricted Subsidiary from: (a) entering may enter into any a Sale and Leaseback Transaction not involving a lease as long as the sum of (x) the Attributable Debt with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if to such Sale and Leaseback Transaction is and all other Sale and Leaseback Transactions entered into within 180 days after pursuant to this proviso, plus (y) the later amount of outstanding Indebtedness secured by Liens incurred pursuant to clause (9) of Section 1005, does not exceed an amount equal to 10% of Consolidated Net Tangible Assets, as shown on the consolidated balance sheet of the acquisition, completion Company as of construction or commencement the end of operation of such Restricted Propertythe most recent fiscal quarter for which financial statements are available.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, enter Enter into any arrangement, directly or indirectly, arrangement with any Person providing for the leasing by the Company Borrower or a Restricted Subsidiary any of any Restricted Property owned at the date hereof, its Subsidiaries of real or personal property which Restricted Property has been or is to be sold or transferred by the Company Borrower or any such Restricted Subsidiary to such Person or to any other Person where to whom funds have been or are to be advanced to by such Person subject to a Lien on the Restricted Property to be leased security of such property or rental obligations of the Borrower or such Subsidiary (any of such arrangements, a "“Sale and Leaseback Transaction"”), unless (a) the Company or such Restricted Subsidiary would Borrower shall be entitledin compliance, pursuant on a pro forma basis after giving effect to the provisions consummation of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal to application of the proceeds from thereof, with the sale Consolidated Leverage Ratio set forth in subsection 8.1(a) (regardless of such Restricted Property to whether any Revolving Credit Commitment is then outstanding), recomputed as at the retirement, within 120 days last day of the effective date of any such Sale and Leaseback Transaction, of Funded Debt most recently ended fiscal quarter of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent Borrower for which the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, relevant information is available as if such Sale and Leaseback Transaction is had been consummated on the first day of the relevant period for testing such compliance (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such Sale and Leaseback Transaction), (b) the lease entered into within 180 days after by the later Borrower or any of its Subsidiaries in connection with such Sale and Leaseback Transaction is either (i) a Financing Lease or (ii) a lease the payments under which will be treated as an operating expense for purposes of determining EBITDA and (c) an amount equal to 100% of the acquisition, completion of construction or commencement of operation Net Cash Proceeds of such Restricted PropertySale and Leaseback Transaction is applied in accordance with subsection 4.2(b)(iv).

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will notnot itself, and it will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person bank, insurance company or other lender or investor (not including the Company or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or a any such Restricted Subsidiary for a period, including renewals, in excess of three years, of any Restricted Principal Property owned at by the date hereof, Company or such Restricted Subsidiary which Restricted Property has been or is to be sold or transferred more than 270 days after the acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Company or any such Restricted Subsidiary to such Person lender or investor or to any other Person where person to whom funds have been or are to be advanced to by such Person subject to a Lien lender or investor on the Restricted security of such Principal Property (herein referred to be leased (as a "“Sale and Leaseback Transaction"), ”) unless either: (a1) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness could create Debt secured by a Lien on the Restricted Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesNotes pursuant to Section 4.08, or (2) the Company, within 180 days after the sale or (b) transfer shall have been made by the Company or by any such Restricted Subsidiary shall apply Subsidiary, applies an amount equal to the greater of (i) the net proceeds from of the sale of the Principal Property sold and leased back pursuant to such Restricted arrangement or (ii) the fair market value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by the Company) to (x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such sale) having a value at least equal to the retirement, within 120 days net proceeds of such sale or (y) the effective date of any such Sale and Leaseback Transaction, retirement of Funded Debt of the Company or such any Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the amount required to be applied to the retirement of Funded Debt of the Company or any Restricted Subsidiary from: shall be reduced by (ai) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect the principal amount of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into Notes of any series delivered within 180 days after such sale or transfer to the later Trustee for retirement and cancellation, and (ii) the principal amount of Funded Debt, other than the acquisitionNotes of any series, completion of construction voluntarily retired by the Company within 180 days after such sale or commencement of operation of such Restricted Propertytransfer. Notwithstanding the foregoing, no retirement referred to in this clause (y) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will notshall not directly or indirectly, and will shall not permit any Restricted Subsidiary of its Subsidiaries that own a Principal Property directly or indirectly to, enter into any arrangement, directly or indirectly, with any Person providing sale and leaseback transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (i) such transaction was entered into prior to the date of issuance of the Notes (other than any additional Notes); (ii) such transaction was for the sale and leasing back to the Company or one of its Subsidiaries of any property by the Company or one of its Subsidiaries; (iii) such transaction involves a Restricted Subsidiary of any Restricted Property owned at the date hereof, lease for not more than three years (or which Restricted Property has been or is to may be sold or transferred terminated by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to its Subsidiaries within a Lien on the Restricted Property to be leased period of not more than three years); (a "Sale and Leaseback Transaction"), unless (aiv) the Company or such Restricted Subsidiary would be entitled, pursuant entitled to the provisions of Section 10.05, to incur Secured Incur Indebtedness secured by a Lien on with respect to such sale and leaseback transaction without equally and ratably securing the Restricted Property Notes pursuant to be leased in the last paragraph of Section 3.01; or (v) the Company applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets used or useful in its business or to the retirement of long-term Indebtedness within 365 days before or after the effective date of any such sale and leaseback transaction; provided that, in lieu of applying such amount to the retirement of long-term Indebtedness, the Company may deliver Notes of both series to the Trustee for cancellation, such Notes to be credited at the cost thereof to it. Notwithstanding the restrictions set forth in the preceding paragraph, 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 the aggregate amount of all Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securitiestransactions, or (b) the Company or such Restricted Subsidiary shall apply an amount equal together with all Indebtedness outstanding pursuant to the proceeds from the sale last paragraph of such Restricted Property to the retirementSection 3.01, within 120 days does not exceed 17.5% of the effective date of any such Sale and Leaseback Transaction, of Funded Debt Consolidated Net Tangible Assets of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later calculated as of the acquisition, completion closing date of construction or commencement of operation of such Restricted Propertythe sale and leaseback transaction.

Limitation on Sale and Leaseback Transactions. So long Unless specified, as contemplated by Section 202 or Section 301, as the case may be, not to be applicable to Securities of any series, this Section shall be applicable to Securities of each series for the benefit of the Securities of such series as long as any Series Securities of such series are Outstanding77 69 Outstanding (subject to clause (a)(ii) of Section 503, the as contemplated by subclause (x) thereof). The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), Transaction unless (a) the sum of (i) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt then outstanding pursuant to all other Sale and Leaseback Transactions entered into by the Company after February 17, 1999, or such entered into by a Restricted Subsidiary would be entitledafter February 17, pursuant to 1999, or if later, the provisions date on which it became a Restricted Subsidiary, and (iii) the aggregate of Section 10.05, to incur all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Securities are secured by a Lien on the Restricted Property to be leased in equally and ratably with (or prior to) such Secured Indebtedness) would not exceed 15% of Consolidated Net Worth or (b) an amount equal to the Attributable Debt with respect greater of (i) the net proceeds to the Company or the Restricted Subsidiary of the sale of the Principal Property sold and leased back pursuant to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (bii) the Company or such Restricted Subsidiary shall apply an amount equal of Attributable Debt to the proceeds from the sale of such Restricted Property be outstanding pursuant to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, is applied to the retirement of Funded Debt of the Company or such any Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent Subsidiaries (other than Funded Debt which is subordinated to the Securities or which is owing to the Company or any Restricted Subsidiary from: (aSubsidiaries) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation consummation of such Restricted PropertySale and Leaseback Transaction.

Limitation on Sale and Leaseback Transactions. So long as After the Securities occurrence of any Series are Outstandinga Fall-away Event, the Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement, directly Sale and Leaseback Transaction involving any properties or indirectly, with any Person providing for the leasing by assets of the Company or a Restricted Subsidiary of any Restricted Property owned at Subsidiary, as the date hereofcase may be, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary unless, after giving effect to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction", the aggregate amount of all Attributable Debt of the Company and the Restricted Subsidiaries with respect to all Sale and Leaseback Transactions outstanding at such time (other than Sale and Leaseback Transactions permitted by the next paragraph), unless plus the aggregate principal amount of all Indebtedness of the Company and the Subsidiaries that is secured by Liens (other than Permitted Liens) on properties or assets of the Company or any Restricted Subsidiary, as the case may be, (other than (x) Indebtedness that is so secured equally and ratably with (or on a basis subordinated to) the Securities and (y) the Securities) would not exceed 10% of Consolidated Net Tangible Assets. The restriction in the foregoing paragraph shall not apply to any Sale and Leaseback Transaction if (a) the lease is for a period of not in excess of three years, including renewal of rights, (b) the lease secures or relates to industrial revenue or similar financing, (c) the transaction is solely between the Company and a Restricted Subsidiary or between or among Restricted Subsidiaries or (d) the Company or such Restricted Subsidiary would be entitledSubsidiary, pursuant to within 270 days after the provisions of Section 10.05sale is completed, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in applies an amount equal to or greater of (i) the Attributable Debt with respect to such Net Cash Proceeds of the sale of the properties or assets of the Company or any Restricted Subsidiary, as the case may be, which are the subject of the Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (bii) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days fair market value of the effective date of any such Sale and Leaseback Transaction, of Funded Debt properties or assets of the Company or such any Restricted Subsidiary; provided, howeveras the case may be, that this Section 10.06 shall not prevent which are the subject of the Sale and Leaseback Transaction (as determined in good faith by the Board of Directors of the Company) either to (A) the retirement (or open market purchase) of Notes, other long-term Indebtedness of the Company ranking on a parity with or senior to the Notes or long-term Indebtedness of a Restricted Subsidiary or (B) the purchase by the Company or any Restricted Subsidiary from: of other properties and assets that will be used in the business of the Company or its Restricted Subsidiaries (aor businesses reasonably related or ancillary thereto) entering into any having a value at least equal to the value of the properties or assets of the Company or the Restricted Subsidiary, as the case may be, which are the subject of the Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Property.Transaction. 84 85

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (a) The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangementsell or transfer, directly or indirectly, with any Person providing for the leasing by except to the Company or a Restricted Subsidiary Subsidiary, any Principal Property as an entirety, or any substantial portion thereof, with the intention of any Restricted Property owned taking back a lease of such property, except a lease for a period of three years or less at the date hereofend of which it is intended that the use of such property by the lessee will be discontinued; provided that, which Restricted Property has been or is to be sold or transferred by notwithstanding the foregoing, the Company or such any Restricted Subsidiary to may sell any such Person or to any other Person where funds have been or are to be advanced to such Person subject to Principal Property and lease it back for a Lien on the Restricted Property to be leased longer period: (a "Sale and Leaseback Transaction"), unless (a1) if the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of this First Supplemental Indenture described above under Section 10.05, 5.1 to incur Secured Indebtedness secured by create a Lien mortgage on the Restricted Property property to be leased securing Funded Debt in an amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction leaseback transaction without equally and ratably securing the Outstanding Securitiesoutstanding notes; or (2) if the Company promptly informs the Trustee of such transaction, the net proceeds of such transaction are at least equal to the fair market value (as determined by board resolution) of such property, and the Company causes an amount equal to the net proceeds of the sale to be applied to the retirement, within 180 days after receipt of such proceeds, of Funded Debt Incurred or (b) assumed by the Company or such a Restricted Subsidiary shall (including the notes); or (3) if the Company, within 180 days after the sale or transfer, applies or causes a Restricted Subsidiary to apply an amount equal to the greater of the net proceeds from the sale of such Restricted sale or transfer or the fair market value of the Principal Property (or portion thereof) so sold and leased back at the time of entering into such sale and leaseback transaction (in either case as determined by board resolution) to purchase other Principal Property having a fair market value at least equal to the retirement, within 120 days fair market value of the effective date of any Principal Property (or portion thereof) sold or transferred in such Sale sale and Leaseback Transactionleaseback transaction. (b) Notwithstanding the foregoing, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (amay enter into sale and leaseback transactions in addition to those permitted in Section 5.1(a) and without any obligation to retire any outstanding notes or other Funded Debt, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, the total outstanding Attributable Debt Incurred pursuant to this Section 5.1(b), together with any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisitiontotal outstanding Indebtedness secured by Xxxxx created, completion assumed or otherwise incurred pursuant to the provisions of construction or commencement this First Supplemental Indenture described in Section 5.1(a) does not exceed 10% of operation of such Restricted PropertyConsolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary to, enter into engage in any arrangement, directly or indirectly, with sale and leaseback transaction involving any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Principal Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased unless either (a "Sale and Leaseback Transaction"), unless (a1) the Company or such its Restricted Subsidiary Subsidiaries would be entitled, entitled pursuant to the provisions described in clauses (1) through (10) of the second paragraph of Section 10.05501 of this Supplemental Indenture to incur, to incur Secured Indebtedness issue, assume or guarantee indebtedness secured by a Lien on the Restricted such Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, Notes then outstanding or (b2) the Company or such Restricted Subsidiary shall apply an amount equal apply, or cause to be applied to the proceeds from the sale retirement of such Restricted Property to the retirement, its secured debt within 120 days of after the effective date of any the sale and leaseback transaction, an amount not less than the greater of (i) the net proceeds (net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such Sale and Leaseback Transaction, of Funded Debt sale) of the sale of the Principal Property leased pursuant to such arrangement or (ii) the Fair Market Value of the Principal Property so leased. This restriction will not apply to a sale and leaseback transaction between the Company and a Restricted Subsidiary or such between Restricted Subsidiary; providedSubsidiaries or involving the taking back of a lease for a period of less than three years. Notwithstanding the restrictions described above, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering may enter into any Sale a sale and Leaseback Transaction not involving a lease with a term of more than three yearsleaseback transaction provided, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned that at the date hereof time of such transaction, after giving effect thereto, the Attributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to Section 501 of this Supplemental Indenture other than all indebtedness secured by Liens permitted as described in clauses (1) through (10) of the second paragraph of Section 501 of this Supplemental Indenture and other than the Attributable Value of such sale and leaseback transactions permitted by the Company or a Restricted Subsidiarypreceding paragraph, if such Sale and Leaseback Transaction is entered into within 180 days after the later does not exceed 15% of Consolidated Net Tangible Assets of the acquisition, completion of construction or commencement of operation of such Restricted PropertyCompany.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (a) The Company will shall not, and will shall not permit any of the Restricted Subsidiary Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person providing sale and leaseback transaction for the sale and leasing back of any Property, whether now owned or hereafter acquired, unless: (i) such transaction was entered into prior to the date of issuance of the Initial Notes of each series; (ii) such transaction was for the sale and leasing back to the Company or any of the Company’s wholly-owned Subsidiaries of any Property by the Company or any of the Restricted Subsidiaries; (iii) such transaction involves a Restricted Subsidiary of any Restricted Property owned at the date hereof, lease for not more than five years (or which Restricted Property has been or is to may be sold or transferred terminated by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased Subsidiaries within a period of not more than five years); (a "Sale and Leaseback Transaction"), unless (aiv) the Company or such any of the Restricted Subsidiary Subsidiaries would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on with respect to such sale and leaseback transaction without equally and ratably securing the Notes pursuant to Section 5.01(b) of this First Supplemental Indenture (except with respect to a Lien permitted by Section 5.01(b)(xix) of this First Supplemental Indenture); or (v) the Company or any of the Restricted Property Subsidiaries applies (or to be leased in the extent the proceeds are received directly by any of the Restricted Subsidiaries, such Restricted Subsidiary applies) an amount equal to the net proceeds from the sale of such Property to the purchase of other Property or assets used or useful in the Company’s, such Guarantor’s or such Restricted Subsidiary’s business or to the retirement of the Company’s, such Guarantor’s or such Restricted Subsidiary’s Indebtedness that is pari passu in right of payment with the Notes within 365 days before or after the effective date of any such sale and leaseback transaction; provided that, in lieu of applying such amount to the retirement of pari passu Indebtedness, the Company may deliver Notes with an aggregate outstanding amount equal to such net proceeds to the Trustee for cancellation as provided in Section 3.03 of this First Supplemental Indenture. (b) Notwithstanding the restrictions set forth in Section 5.02(a) above, the Company and the Restricted Subsidiaries may enter into any sale and leaseback transaction that would otherwise be subject to the restrictions set forth in Section 5.02(a) above, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such Sale transactions (not including Attributable Debt permitted under clauses (i) through (v) of Section 5.02(a) above), together with all Indebtedness outstanding pursuant to Section 5.01(c) of this First Supplemental Indenture, does not exceed the greater of $1,000,000,000 and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days 15% of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted PropertyCompany’s Consolidated Total Assets.

Limitation on Sale and Leaseback Transactions. So long as any of the Securities of any Series are remain Outstanding, the Company and the Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person (not including any Subsidiary) providing for the leasing by the Company Company, Guarantor or a Restricted Subsidiary for a period, including renewals, in excess of three years, of any Principal Property which has been owned by the Company, Guarantor or Restricted Property owned at Subsidiary, as the date hereofcase may be, for more than 270 days and which Restricted Property has been or is to be sold or transferred by the Company Company, Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction")) unless, unless after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such Sale and Leaseback Transactions plus all Debt incurred, issued, assumed or guaranteed and secured by a Lien or Liens (a) with the Company exception of Debt secured by a Lien or such Liens on property that the Company, the Guarantor and any Restricted Subsidiary would be entitledentitled to create, incur, issue, guarantee or assume without equally and ratably securing the Securities pursuant to the provisions of the Securities referred to in Section 10.05608) does not exceed 10% of Consolidated Net Tangible Assets. This restriction shall not apply to any Sale and Leaseback Transaction if (i) the Company, Guarantor or Restricted Subsidiary would be entitled to incur Secured Indebtedness create, incur, issue, guarantee or assume Debt secured by a Lien on the Restricted Principal Property to be leased (in an amount at least equal to the Attributable Debt with respect to such Sale and Leaseback Transaction Transaction) without equally and ratably securing the Outstanding SecuritiesSecurities pursuant to the provisions of the Securities referred to in Section 608; (ii) within a period commencing twelve months prior to the receipt of Net Proceeds (hereinafter defined) of the Sale and Leaseback Transaction and ending twelve months after the receipt of Net Proceeds of such Sale and Leaseback Transaction, the Company, the Guarantor or any Restricted Subsidiary has expended or will expend for purchase, construction, repair, alteration or addition of any Principal Property (including capital improvements thereon) an amount equal to (a) the greater of (x) the net proceeds received from such Sale and Leaseback Transaction and (y) the fair market value of the Principal Property so sold at the time of entering into such transaction, as determined by the Board of Directors (the greater of the sums specified in clauses (x) and (y) being referred to herein as the "Net Proceeds") or (b) a part of the Net Proceeds and the Company or such Restricted Subsidiary shall elects to apply an amount equal to the proceeds from the sale balance of such Net Proceeds in the manner described in the following clause (iii); or (iii) the Company, Guarantor or any Restricted Property to the retirementSubsidiary, within 120 days of twelve months after the effective date consummation of any such Sale and Leaseback Transaction, applies an amount equal to the Net Proceeds (less any part of the Net Proceeds to be expended for Principal Property as provided under clause (ii) above) to the retirement or repayment of Funded Debt of the Company ranking pari passu with the Securities or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term Funded Debt of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if . No retirement referred to in clause (iii) may be effected by payment at Maturity or pursuant to any mandatory sinking fund or prepayment provision (unless such Sale and Leaseback Transaction repayment is entered into within 180 days after required due to the later receipt of the acquisition, completion of construction or commencement of operation of such Restricted PropertyNet Proceeds).

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangementsell or otherwise transfer, directly or indirectly, with any Person providing for the leasing by except to the Company or a Restricted Subsidiary Subsidiary, any Principal Property as an entirety, or any substantial portion of any Restricted Property owned at Principal Property, with the date hereofintention of taking back a lease of such Principal Property, which Restricted Property has been or is to be sold substantial portion of such Principal Property, except a lease for a period of three years or transferred by less; provided, however, that, the Company or such any Restricted Subsidiary to such Person may sell any Principal Property, or to any other Person where funds have been or are to be advanced to such Person subject to substantial portion of any Principal Property, and lease it back for a Lien on the Restricted Property to be leased longer period (a "Sale and Leaseback Transaction"), unless (ai) if the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions described above in clauses (a) through (o) under Section 2.1 of Section 10.05this First Supplemental Indenture, to incur Secured Indebtedness secured by create a Lien mortgage, pledge or other lien on the Restricted Property such Principal Property, or substantial portion of such Principal Property, to be leased securing Funded Debt in an amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction leaseback transaction without equally and ratably securing the Outstanding Securities, outstanding Notes or (bii) if (A) the Company promptly informs the Trustee of such sale, (B) the net proceeds of such sale are at least equal to the fair value (as determined by a resolution of the Board of Directors) of such Principal Property, or substantial portion of such Restricted Subsidiary shall apply Principal Property, and (C) the Company causes an amount equal to the net proceeds from the sale of such Restricted Property sale to be applied to the retirement, within 120 180 days after receipt of the effective date of any such Sale and Leaseback Transactionproceeds, of Funded Debt of the Company created, incurred, assumed or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof guaranteed by the Company or a Restricted Subsidiary; provided, further, that, in lieu of applying all of or any part of such net proceeds to such retirement, the Company may, within 75 days after such sale, deliver or cause to be delivered to the applicable trustee for cancellation either debentures or notes evidencing Funded Debt created, incurred, assumed or guaranteed by the Company or any Restricted Subsidiary previously authenticated and delivered by the applicable trustee, and not previously tendered for sinking fund purposes or called for a sinking fund or otherwise applied as a credit against an obligation to redeem or retire such debentures or notes, and to deliver an Officer’s Certificate to the Trustee stating that the Company elects to deliver or cause to be delivered such debentures or notes in lieu of retiring Funded Debt created, incurred, assumed or guaranteed by the Company or any Restricted Subsidiary. If the Company shall so deliver or cause to be delivered such debentures or notes and such Officer’s Certificate, the amount of cash which the Company will be required to apply to the retirement of Funded Debt under this provision shall be reduced by an amount equal to the aggregate of the then applicable optional redemption prices (not including any optional sinking fund redemption prices) of such debentures or notes or, if there are no such Sale optional redemption prices, the principal amount of such debentures or notes, provided, that in the case of debentures or notes which provide for an amount less than the principal amount of such debentures or notes to be due and Leaseback Transaction is entered into within 180 days after the later payable upon an acceleration of the acquisition, completion of construction or commencement of operation maturity of such debentures or notes, such amount of cash shall be reduced by the amount of principal of such debentures or notes that would be due and payable as of the date of such acceleration of the maturity of such debentures or notes in accordance with the terms of the indenture pursuant to which such debentures or notes were issued. Notwithstanding the foregoing, the Company or any Restricted PropertySubsidiary may enter into sale and leaseback transactions in addition to those permitted by this Section 2.2 and without any obligation for the Company or any Restricted Subsidiary to retire any Funded Debt or to deliver or cause to be delivered debentures or notes evidencing Funded Debt to the applicable trustee for cancellation, provided that at the time of entering into such sale and leaseback transactions and after giving effect to such transactions, Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and nor will not it permit any Restricted a Significant Subsidiary to, enter into any arrangement, directly arrangement on or indirectlyafter the date of this Indenture, with any Person (other than the Company or another Subsidiary) providing for the leasing by the Company or a Restricted any such Significant Subsidiary of any Restricted Principal Property owned at (except a lease for a temporary period, including renewals, of not more than 24 months by the date hereof, end of which Restricted Property has been or it is to intended that the use of such property by the lessee will be sold or transferred by discontinued) except (a) where the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness Debt secured by a Lien on the Restricted Property property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesSenior Notes, or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if where such Sale and Leaseback Transaction is entered into in respect of property acquired by the Company or a Subsidiary within 180 days after 24 months of such acquisition, (c) where the later Sale and Leaseback Transaction is entered into by the Company or a Subsidiary in respect of property within 24 months of the acquisitionCompany's or a Subsidiary's acquisition of, completion or merger with, the Person owning such property, (d) where the Company within 120 days of construction entering into the Sale and Leaseback Transaction applies to (x) the retirement of indebtedness for money borrowed of the Company (other than indebtedness for money borrowed of the Company which is subordinated to the Guaranty) or commencement (y) the retirement of operation Senior Notes an amount equal to the greater of (a) the net proceeds of the sale of the property leased pursuant to such Restricted PropertyTransaction or (b) the fair market value of the property so leased.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, (a) Neither the Company will not, and will not permit nor any Restricted Subsidiary to, of the Company’s Subsidiaries may enter into any arrangementSale and Leaseback Transaction involving Principal Property, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property whereby such property has been or is to be sold or transferred by the Company or any Subsidiary of the Company, unless: 1. such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless Transaction (ai) involves the taking back of a lease for a period of three years or less or (ii) is between the Company and a Subsidiary of the Company or such Restricted Subsidiary between Subsidiaries of the Company; 2. the Company or any of the Company’s Subsidiaries would be entitledentitled to issue, pursuant to the provisions of Section 10.05, to incur Secured assume or guarantee Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction secured by a Lien on such Principal Property under one of the exceptions for Liens set forth in Section 5.02(a)(i) – (ix) above without equally and ratably securing the Outstanding SecuritiesNotes; 3. the Company applies to the retirement or prepayment of its Funded Debt, or (b) to the Company acquisition, development or such Restricted Subsidiary shall apply improvement of real property, plant and equipment an amount equal to the net cash proceeds from the sale of such Restricted the Principal Property to the retirement, so leased within 120 180 days of the effective date of any such Sale and Leaseback Transaction, provided that the amount to be applied to the retirement or prepayment of its Funded Debt of shall be reduced by the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect principal amount of any Restricted Property owned at the date hereof Notes delivered by the Company or a Restricted Subsidiary, if to the Trustee within 180 days after such Sale and Leaseback Transaction is for retirement and cancellation; or 4. after giving effect thereto, the sum of (A) the then outstanding principal amount of Indebtedness secured by all Liens on Principal Properties incurred after the date of the Indenture that are not otherwise permitted by Section 5.02(a)(i) – (ix) above and (B) the Attributable Debt then outstanding with respect to all Sale and Leaseback Transactions entered into within 180 days after the later date of the acquisitionIndenture and otherwise prohibited in accordance with Section 5.03 (after giving effect to all applications, completion retirements, prepayments and cancellations referenced in Section 5.03(a)(iii)) does not exceed the greater of construction or commencement (i) $200 million and (ii) 15% of operation of such Restricted Propertythe Consolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person person providing for the leasing by the Company or a Restricted any Subsidiary of any Restricted Principal Property owned at of the date hereofCompany or any Subsidiary, which Restricted Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback TransactionSALE AND LEASEBACK TRANSACTION"), unless ) unless: (ai) the Company or such Restricted a Subsidiary would be entitled, pursuant entitled to the provisions of Section 10.05, to incur Secured Indebtedness create Debt secured by a Lien on the Restricted Principal Property to be leased leased, in an a principal amount equal to the Attributable Debt with respect to such Sale sale and Leaseback Transaction leaseback transaction as described in Section 4.06 above, without equally and ratably securing the Outstanding SecuritiesNotes pursuant to such Section; (1) the property leased pursuant to such arrangement is sold for a price at least equal to such property's fair market value, or as determined by an executive officer of the Company, and (b2) the Company or such Restricted Subsidiary a Subsidiary, within 360 days after the sale or transfer shall have been made by the Company or a Subsidiary, shall apply an amount in cash equal to the net proceeds from of the sale of such Restricted Property to the retirement, within 120 days or transfer of the effective date Principal Property leased pursuant to such arrangement to: (3) the retirement of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted any Subsidiary that is ranked equally with the Notes, other than Debt owed to the Company or any Subsidiary; provided, however, that no retirement referred to in this Section 10.06 shall not prevent clause (A) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment provision of Debt; or (4) the purchase of additional Principal Property used or to be used by the Company or any Restricted of its Subsidiaries; (iii) the sale and leaseback transaction is entered into between the Company and a Subsidiary from: or between Subsidiaries; or (aiv) entering into any Sale and Leaseback Transaction the applicable lease is for a period, including renewals, of not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Property.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are OutstandingNotes remain outstanding, the Company will notnot itself, and will not permit any Restricted Consolidated Subsidiary to, enter into any arrangement, directly or indirectly, arrangement after the date of this Indenture with any Person providing (not including the Company or any Consolidated Subsidiary) which provides for the leasing by the Company or a Restricted any such Consolidated Subsidiary of any Restricted Principal Property which was or is owned at by the date hereofCompany or such Consolidated Subsidiary (except for temporary leases of not more than three years), which Restricted Property property has been or is to be sold or transferred to such Person more than 120 days after the later of (i) the date on which such Principal Property has been acquired by the Company or such Restricted Consolidated Subsidiary and (ii) the date of completion of construction and commencement of full operation thereof by the Company or any Consolidated Subsidiary (herein referred to such Person or to any other Person where funds have been or are to be advanced to such Person subject to as a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Transaction"), ”) unless (a) the net proceeds to the Company or such Restricted Consolidated Subsidiary would be entitledfrom such sale or transfer equal or exceed the fair value (as determined by the Board of Directors of the Company) of the Principal Property so leased, pursuant to (b) the provisions of Section 10.05, to Company or such Consolidated Subsidiary could incur Secured Indebtedness secured by a Lien on the Restricted Principal Property to be leased pursuant to Section 4.03 in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, Notes or (bc) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirementCompany, within 120 days of after the effective date of any such Sale and Leaseback Transaction, applies an amount equal to the fair value (as determined by the Board of Directors of the Company) of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by the Company) to (x) the prepayment or retirement of Funded Debt (including securities constituting Funded Debt) of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent (y) the acquisition of additional real property for the Company or any Restricted Subsidiary from: (a) entering into any Consolidated Subsidiary. A Sale and Leaseback Transaction shall not include any such arrangement for financing air, water or noise pollution control facilities or sewage or solid waste disposal facilities or involving a lease with a term of more than three yearsindustrial development bonds which are tax-exempt pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code, as amended (or (b) entering into which receive similar tax treatment under any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company subsequent amendments thereto or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertysuccessor laws thereof).

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will notnot itself, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person bank, insurance company or other lender or investor (not including the Company or any Restricted Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company or a such Restricted Subsidiary for a period, including renewals, in excess of three years of any Restricted Property that has been owned at and operated by the date hereof, Company or such Restricted Subsidiary for more than 12 months and which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person lender or investor or to any other Person where to whom funds have been or are to be advanced to by such Person subject to a Lien lender or investor on the security of such Restricted Property (herein referred to be leased (as a "Sale and Leaseback Transaction"), ) unless either: (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness could create Debt secured by a Lien Mortgage pursuant to Section 4.08 on the Restricted Property to be leased leased, in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction Transaction, without equally and ratably securing the Outstanding Securities, or ; (b) since the Issue Date and within a period commencing 12 months prior to the consummation of the Sale and Leaseback Transaction and ending 12 months after the consummation of such Sale and Leaseback Transaction, the Company or such any Restricted Subsidiary shall apply has expended or will expend for the purchase, construction, development, expansion or improvement of any Restricted Property an amount equal to (i) the greater of (x) the net proceeds of such Sale and Leaseback Transaction and (y) the fair market value of the Restricted Property so leased at the time of entering into such transaction, as determined by the Company (the greater of the sums specified in clauses (x) and (y) being referred to herein as the "Net Proceeds" of such transaction), and the Company elects to designate such amount as satisfying any obligation it would otherwise have under clause (c) of this Section 4.09 or (ii) a part of the Net Proceeds of such transaction and the Company elects to designate such amount as satisfying part of the obligation it would otherwise have under clause (c) of this Section 4.09 and applies an amount equal to the proceeds from the sale remainder of such Restricted Property to Net Proceeds as provided in clause (c) of this Section 4.09; or (c) the retirement, Company within 120 days 12 months of the effective date consummation of any such Sale and Leaseback Transaction, applies an amount equal to the Net Proceeds of such transaction (less any amount elected under clause (b) of this Section 4.09) to the retirement of Funded Debt of the Company ranking on a parity with the Securities. No retirement referred to in this clause (c) may be effected by payment at maturity or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company pursuant to any mandatory sinking fund or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertyprepayment provision.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company will The Issuer shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person providing for the leasing by the Company Issuer or a any Restricted Subsidiary of any Principal Property of the Issuer or any Restricted Property owned at the date hereofSubsidiary, which Restricted Principal Property has been or is to be sold or transferred by the Company Issuer or such Restricted Subsidiary to such Person or (herein referred to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (as a "Sale sale and Leaseback Transactionleaseback transaction"), unless unless, after giving effect thereto, the sum, without duplication, of (ai) the Company aggregate amount of all Attributable Debt in respect of all such sale and leaseback transactions involving Principal Properties (with the exception of Attributable Debt excluded pursuant to clauses (1) through (5) inclusive of this Section 1008) and (ii) the aggregate principal amount of all outstanding Debt secured by Liens Incurred by the Issuer and its Restricted Subsidiaries (with the exception of secured Debt which is excluded pursuant to clauses (1) through (15) inclusive of Section 1007) does not exceed 10% of Consolidated Net Tangible Assets (the "Leaseback Basket"). This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under this covenant or under Section 1007, Attributable Debt with respect to any sale and leaseback transaction if: (1) The lease in such sale and leaseback transaction is for a period, including renewals, of not more than three years; (2) Such sale and leaseback transaction is entered into in respect of a Principal Property within 180 days of the acquisition thereof or the completion of construction and commencement of operation thereof, whichever is later; (3) The proceeds of the sale or transfer of the Principal Property in such sale and leaseback transaction are at least equal to the Fair Market Value of such Principal Property (as determined in good faith by the Board of Directors of the Issuer) and the Issuer or a Restricted Subsidiary would be entitled, pursuant within 180 days after such sale or transfer applies to the provisions retirement of Section 10.05, Funded Debt that is not subordinated to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in Securities or the Parent Guaranties an amount equal to the Attributable Debt with respect to greater of (a) the net proceeds of such Sale sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company Attributable Debt in respect of such sale and leaseback transaction; (4) The Issuer or such a Restricted Subsidiary shall apply an amount equal to applies the net proceeds from of the sale of such Restricted Property to the retirement, within 120 days or transfer of the effective date of any Principal Property in such Sale sale and Leaseback Transaction, of Funded Debt of the Company leaseback transaction to an investment in another Principal Property within 180 days prior or subsequent to such Restricted Subsidiarysale or transfer; provided, however, that this Section 10.06 exception shall apply only if such proceeds invested in such other Principal Property shall not prevent exceed the Company total acquisition, alteration, repair and construction cost of the Issuer or any Restricted Subsidiary from: in such other Principal Property less amounts secured by any purchase money or construction mortgage on such other Principal Property; or (a5) entering Such sale and leaseback transaction is entered into any Sale between the Issuer and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale between the Parent Guarantor and Leaseback Transaction is entered into within 180 days after the later of the acquisitionIssuer, completion of construction or commencement of operation of such between Restricted PropertySubsidiaries.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or engage in a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless unless: (a) such Sale and Leaseback Transaction occurs within one year from the date of completion of the acquisition of the Principal Property subject thereto or the date of the completion of construction, development or substantial repair or improvements, or commencement of full operations, on such Principal Property, whichever is later, (b) the Sale and Leaseback Transaction involves a lease for a period, including renewals, of not more than three years, (c) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness Debt secured by a Lien on the Restricted Principal Property to be leased subject thereto in an a principal amount equal to or exceeding the Attributable Debt with respect to net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesNotes pursuant to Section 4.6, or (bd) the Company or such Restricted Subsidiary shall apply Subsidiary, within a one-year period after the Sale and Leaseback Transaction, applies or causes 36 42 to be applied an amount equal to not less than the net sale proceeds from such Sale and Leaseback Transaction to (i) the sale of such Restricted Property to the retirement, within 120 days redemption of the effective date Notes or the prepayment, repayment, reduction or retirement of any indebtedness of the Company that ranks pari passu with the Notes or (ii) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of business of the Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company may, and may permit each of its Restricted Subsidiaries, to, effect any Sale and Leaseback Transaction that is not excepted by clauses (a) through (d) (inclusive) of the above paragraph, provided that, after giving effect thereto and the application of proceeds, if any, received by the Company or any its Restricted Subsidiaries as a result thereof, the net sale proceeds from such Sale and Leaseback Transaction, together with the aggregate principal amount of Funded all Secured Debt then outstanding (other than the Notes) secured by Liens upon Principal Property (which are not Permitted Liens) would not exceed 10% of the Consolidated Net Tangible Assets (as shown in the quarterly consolidated balance sheet of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at most recently published prior to the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertyeffected).

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement after the date of this Sixth Supplemental Indenture with any Person bank, insurance company or other lender or investor (other than the Company or another Restricted Subsidiary) providing for the leasing as lessee by the Company or a Restricted Subsidiary of any Restricted Principal Property owned at (except a lease for a term not to exceed three years by the date hereofend of which term it is intended that the use of such Principal Property by the lessee will be discontinued and a lease which secures or relates to industrial revenue or pollution control bonds or similar financing), which was or is owned by the Company or a Restricted Property Subsidiary and which has been or is to be sold or transferred by the Company or such a Restricted Subsidiary to such Person Person, more than 180 days after the completion of construction and commencement of full operation of such property by the Company or such Restricted Subsidiary, to such lender or investor or to any other Person where to whom funds have been or are to be advanced to by such Person subject to a Lien lender or investor on the Restricted security of such Principal Property to be leased (herein called a "“Sale and Leaseback Transaction"), unless ”) unless: (a) the Company or such Restricted Subsidiary would would, at the time of entering into such arrangement, be entitled, entitled pursuant to the provisions clauses (i) through (ix) of subsection (a) of Section 10.052.10, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesSenior Notes, to issue, assume or guarantee Debt secured by a Lien on such Principal Property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (b) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of this Sixth Supplemental Indenture (other than such Sale and Leaseback Transactions as are permitted by subsection (a) or (c) of this Section 2.11), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (not including any such Debt secured by Liens described in clauses (i) through (ix) of subsection (a) of Section 2.10) which do not equally and ratably secure the Senior Notes, would not exceed 15% of Consolidated Net Tangible Assets; or (c) the Company, within 180 days after any such sale or transfer, applies or causes a Restricted Subsidiary shall to apply an amount equal to the greater of the net proceeds from the sale of such Restricted Property to sale or transfer or the retirementfair value, within 120 days as determined by the Board of Directors, of the effective date Principal Property so sold and leased back at the time of any entering into such Sale and Leaseback Transaction, Transaction to either (or a combination of) (A) the prepayment or retirement of Funded Senior Notes or other Debt of the Company (other than Debt subordinated to the Senior Notes), or such Debt of any Restricted Subsidiary (other than Debt owed to the Company or any Restricted Subsidiary; provided), howeveror (B) the purchase, that this Section 10.06 shall not prevent construction or development of other property used or useful in the business of the Company . Notwithstanding the foregoing, where the Company or any Restricted Subsidiary from: (a) entering into is the lessee in any Sale and Leaseback Transaction Transaction, Attributable Debt shall not involving a lease with a term of more than three years, or (b) entering into include any Sale and Leaseback Transaction in respect of any Restricted Property owned at Debt resulting from the date hereof guarantee by the Company or a any other Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later Subsidiary of the acquisition, completion of construction or commencement of operation of such Restricted Propertylessee’s obligation thereunder.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person providing for Sale and Leaseback Transaction unless the leasing by net proceeds of the Company or a Restricted Subsidiary sale of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property assets to be leased (a "Sale are at least equal to their fair market value in connection with the acquisition of, and Leaseback Transaction")construction of any improvements on, unless the property or asset to be leased and: (a) the Company or such Restricted the Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness secured by a Lien on the Restricted Property property or asset to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesNotes, or pursuant to Section 2.01(a) and Section 2.01(b) above; or (b) the Company or the Subsidiary shall, within 180 days of the effective date of any such Restricted Subsidiary shall arrangement (or, in the case of clause (ii) below, within six months thereafter pursuant to a firm purchase commitment entered into within such 180-day period) apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, Transaction relating to such property or asset to: (i) the payment or other retirement of Funded Debt of the Company Indebtedness incurred or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent assumed by the Company or any Restricted Subsidiary from: that ranks senior to or equal with the Notes (aother than Indebtedness owned or held by the Company or any Subsidiary); or (ii) entering the purchase of other property or assets. Notwithstanding the foregoing, the Company and its Subsidiaries may enter into any Sale and Leaseback Transaction not involving a lease with a term which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of more than three yearsdetermination, or (b) entering into any the Value of Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted SubsidiaryTransactions (other than Sale and Leaseback Transactions that, if such Sale and Leaseback Transaction is entered into within 180 days after had been a Lien, would have been permitted under Section 2.01(a) and other than Sale and Leaseback Transactions as to which application of amounts have been made in accordance with the later foregoing clause (b)), together with all Indebtedness of the acquisitionCompany and its Subsidiaries secured by Liens (not including Liens permitted under the exceptions described in Section 2.01(a) to (h)) that would otherwise be subject to the restriction under Section 2.01, completion does not exceed 15% of construction or commencement of operation of such Restricted PropertyConsolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will notshall not itself, and will shall not permit any Restricted Subsidiary to, enter into any arrangementarrangements after , directly or indirectly, 1995 with any Person bank, ---------- insurance company or other lender or investor (other than the Company or another Restricted Subsidiary) providing for the leasing as lessee by the Company or by any such Restricted Subsidiary of any Principal Property (except a lease for a temporary period not to exceed three years by the end of which it is intended the use of such Principal Property by the lessee will be discontinued and a lease which secures or relates to industrial revenue or pollution control bonds or similar financing), which was or is owned by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, and which Restricted Property has been or is to be sold or transferred by the Company or a Restricted Subsidiary, more than 180 days after the completion of construction and commencement of full operation thereof by the Company or such Restricted Subsidiary Subsidiary, to such Person lender or investor or to any other Person where to whom funds have been or are to be advanced to by such Person subject to a Lien lender or investor on the Restricted security of such Principal Property to be leased (herein called a "Sale and Leaseback Transaction"), unless ) unless: (a) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled, entitled pursuant to the provisions clauses (1) through (8) of Subsection (a) of Section 10.051004, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, to issue, assume or guarantee Debt secured by a Lien on such Principal Property in the amount of Attributable Debt arising from such Sale and Leaseback Transaction; or (b) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after , 1995 ---------- (other than such Sale and Leaseback Transactions as are permitted by subsection (a) or (c) of this Section 1005), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (not including any such Debt secured by Liens described in clauses (1) through (8) of subsection (a) of Section 1004) which do not equally and ratably secure the Securities, would not exceed 10% of Consolidated Net Tangible Assets; or (c) the Company, within 180 days after the sale or transfer, applies or causes a Restricted Subsidiary shall to apply an amount equal to the greater of the net proceeds from the sale of such Restricted Property to sale or transfer or the retirementfair value, within 120 days as determined by the Board of Directors, of the effective date Principal Property so sold and leased back at the time of any entering into such Sale and Leaseback TransactionTransaction to the retirement of the Securities or other Debt of the Company (other than Debt subordinated to the Securities), or Debt of Funded any Restricted Subsidiary (other than Debt owed to the Company or any Restricted Subsidiary), having a stated maturity (i) more than 12 months from the date of such application or (ii) which is extendable at the option of the obligor thereon to a date more than 12 months from the date of such application; provided, that the amount to be so applied shall be reduced by (x) the principal amount of Securities delivered to the Trustee for retirement and cancellation within 180 days after such sale or transfer, and (y) the principal amount of any such Debt of the Company or a Restricted Subsidiary other than Securities voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such Restricted Subsidiary; providedsale or transfer. Notwithstanding the foregoing, howeverno retirement referred to in this subdivision (c) may be effected by payment at Maturity. Notwithstanding the foregoing, that this Section 10.06 shall not prevent where the Company or any Restricted Subsidiary from: (a) entering into is the lessee in any Sale and Leaseback Transaction Transaction, Attributable Debt shall not involving a lease with a term of more than three years, or (b) entering into include any Sale and Leaseback Transaction in respect of any Restricted Property owned at Debt resulting from the date hereof guarantee by the Company or a any other Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later Subsidiary of the acquisition, completion of construction or commencement of operation of such Restricted Propertylessee's obligation thereunder.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, arrangement after the Issue Date with any Person bank, insurance company or other lender or investor (other than the Company or another Restricted Subsidiary) providing for the leasing by the Company or any such Restricted Subsidiary for a period of more than three years (other than pursuant to so-called synthetic lease or tax retention operating lease transactions) of any property or assets which (x) at the time of such lease have been or are to be owned by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has for more than 180 days and (y) have been or is are to be sold or transferred by the Company or such Restricted Subsidiary to such Person lender or investor or to any other Person where person to whom funds have been or are to be advanced to by such Person subject to a Lien lender or investor on the Restricted Property to be leased security of such property or assets (a "“Sale and Leaseback Transaction"”), unless either: (a1) the Company or such and its Restricted Subsidiary Subsidiaries would be entitled, pursuant to the provisions of Section 10.055.01, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased such property or assets in an a principal amount equal to or exceeding the Attributable Debt with in respect to of such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or Notes; or (b2) the Company Company, within 180 days after the sale or such transfer, applies or causes a Restricted Subsidiary shall to apply an amount equal to the greater of the net proceeds from the sale of such Restricted Property sale or transfer or the fair value of such property at the time of entering into such sale and leaseback transaction (as determined by any two of the following: the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer and the Controller of The Company) to the retirementretirement of Notes or other Funded Debt, within 120 days of the effective date Company (other than Funded Debt subordinated in right of payment to the Notes) or Funded Debt of a Restricted Subsidiary; provided that the amount to be so applied shall be reduced by (i) the principal amount of the Notes delivered within 180 days after such sale or transfer to the trustee for retirement and cancellation, and (ii) the principal amount of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into other than the Notes, voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such sale or transfer, excluding in the later case of the acquisitionboth (i) and (ii), completion of construction retirement pursuant to any mandatory prepayment or commencement of operation of such Restricted Propertyby payment at maturity.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, (a) Neither the Company will not, and will not permit nor any Restricted Subsidiary to, will enter into any arrangement, directly or indirectly, arrangement with any Person lessor (other than the Company or a Restricted Subsidiary), providing for the leasing by lease to the Company or a Restricted Subsidiary for a period of more than three years (including renewals at the option of the lessee) of any Restricted Principal Property owned at the date hereof, which Restricted Property that has been or is to be sold or transferred by the Company or such any Restricted Subsidiary to such Person lessor or to any other Person where Person, and for which funds have been or are to be advanced to by such lessor or other Person subject to a Lien on the Restricted Property to be security of the leased property (a "Sale and Leaseback Lease-Back Transaction"), unless either: (ai) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions described in clauses (a) through (n) of Section 10.05the definition of "Permitted Liens" to create, assume or suffer to incur Secured Indebtedness secured by exist a Lien on the Restricted Property property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (bii) the Company or such Restricted Subsidiary shall apply an amount equal to (A) the greater of the net cash proceeds from of such sale or the fair market value of such property (in the opinion of the Board of Directors) less (B) the fair market value (in the opinion of the Board of Directors) of any noncash proceeds of the sale of such Restricted Property to property (provided such noncash proceeds constitute "Principal Property," acquired on the retirement, within 120 days of date the effective date of any such property sold in the Sale and Leaseback Transaction, of Funded Debt of Lease-Back Transaction was acquired by the Company or such any of its Restricted Subsidiary; providedSubsidiaries), howeveris applied within 180 days to the retirement or other discharge of the Securities or Pari Passu Debt. (b) Notwithstanding the foregoing, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) may enter into Sale and Lease-Back Transactions not otherwise permitted as described above, provided that at the time of entering into any such Sale and Leaseback Transaction not involving a lease with a term of more than three yearsLease-Back Transaction, or (b) entering into any after giving effect to such Sale and Leaseback Transaction Lease-Back Transaction, the sum of outstanding Debt secured by such Liens (not including Permitted Liens) plus all Attributable Debt in respect of any Restricted Property owned Sale and Lease-Back Transactions entered into (not including Sale and Lease-Back Transactions permitted under Section 10.08(a)), measured, in each case, at the date hereof by the Company or a Restricted Subsidiary, if time any such Sale and Leaseback Lease-Back Transaction is entered into within 180 days after the later into, does not exceed 15% of the acquisition, completion of construction or commencement of operation of such Restricted PropertyConsolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. So long as Subject to the Securities of any Series are Outstandingprovisions set forth below, the Company Parent will not, directly or indirectly, and will not permit the Company or any Restricted Subsidiary other Guarantor to, enter into any arrangement, directly or indirectly, with enter into any Person providing sale and leaseback transaction for the sale and leasing by back of any property, whether now owned or hereafter acquired. Notwithstanding the restrictions set forth in the preceding paragraph, Parent, the Company or a Restricted Subsidiary of and the other Guarantors may enter into any Restricted Property owned at the date hereof, which Restricted Property has been or is to sale and leaseback transaction that would otherwise be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction")foregoing restrictions, unless (a) if after giving effect thereto, the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions aggregate amount of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the all Attributable Debt with respect to such Sale transactions, together with all Indebtedness outstanding pursuant to the second paragraph of Section 1.4(1), does not exceed 10% of the Consolidated Total Assets of Parent calculated as of the closing date of the sale and Leaseback Transaction leaseback transaction. The foregoing restrictions will not apply to, and there will be excluded from Attributable Debt in any computation under this restriction, any sale and leaseback transaction if: (a) such transaction was entered into prior to the date hereof; (b) the lease is for a period, including renewal rights, of not in excess of three years; (c) such transaction was for the sale and leasing back to Parent or any of its Subsidiaries of any property by Parent, the Company or any other Guarantor; (d) Parent, the Company or such other Guarantor would be entitled to incur Indebtedness secured by a Lien with respect to such sale and leaseback transaction without equally and ratably securing the Outstanding SecuritiesOffered Securities pursuant to the first paragraph of Section 1.4(1); (e) such sale and leaseback transaction is entered into within 270 days after the later of the acquisition or completion of construction, or in whole but not in part, of such property; or (bf) the Company or such Restricted Subsidiary shall apply Parent applies an amount equal to the net proceeds from the sale of such Restricted Property property to the retirement, purchase of other property or assets used or useful in its business or to the retirement of the Offered Securities or any long-term Indebtedness of the Company or any Guarantor that ranks senior or equal to the Offered Securities (other than Indebtedness owed or held by Parent or any of its Subsidiaries) within 120 365 days of before or after the effective date of any such Sale sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Propertyleaseback transaction.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the The Company will not, and will not permit any Restricted Subsidiary to, enter into engage in any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction")Transaction with respect to any Property unless: (i) the Sale and Leaseback Transaction was entered into prior to the Issue Date; (ii) the Sale and Leaseback Transaction is solely with the Company and/or one or more Subsidiaries of the Company; (iii) the lease is for a period not in excess of 36 months, unless including renewals; (aiv) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled, entitled (other than pursuant to clause (k) of the provisions definition of Section 10.05“Permitted Liens”), to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesNotes then outstanding under this Indenture, or to Incur a Lien on such Property securing Indebtedness in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (bv) the Company or such Restricted Subsidiary shall apply Subsidiary, within 360 days after the sale of such Property in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the net proceeds from of the sale of such Restricted Property to (a) the retirementprepayment, within 120 days repayment, redemption, purchase or retirement of the effective date of any such Sale and Leaseback Transaction, of Funded Debt Notes or other long-term Indebtedness of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale the purchase, construction, development, expansion or improvement of assets or (c) a combination thereof; or (vi) the Attributable Debt of the Company and Leaseback Transaction its Restricted Subsidiaries in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is and all other Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions entered into within 180 days after the later Issue Date then outstanding (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (i) through (v) of this Section 412, would not exceed the greater of (x) the greater of (i) $1.795 billion and (ii) 100.0% of Consolidated EBITDA for the period of the acquisition, completion most recent four consecutive fiscal quarters of construction or commencement of operation the Company ending prior to the date of such determination for which consolidated financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) are available, and (y) an amount that does not cause the Consolidated Secured Leverage Ratio to exceed 2.0 to 1.0; provided that any Attributable Debt of the Company and its Restricted PropertySubsidiaries in respect of Sale and Leaseback Transactions entered into pursuant to this Clause (vi) shall, in each case, be deemed to be secured by a Lien on the Property of the Company and its Restricted Subsidiaries for purposes of calculating such Consolidated Secured Leverage Ratio irrespective of whether such Attributable Debt actually constitutes secured Indebtedness.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, (a) Neither the Company will not, and will not permit nor any Restricted Subsidiary to, will enter into any arrangement, directly or indirectly, arrangement with any Person lessor (other than the Company or a Restricted Subsidiary), providing for the leasing by lease to the Company or a Restricted Subsidiary for a period of more than three years (including renewals at the option of the lessee) of any Restricted Principal Property owned at the date hereof, which Restricted Property that has been or is to be sold or transferred by the Company or such any Restricted Subsidiary to such Person lessor or to any other Person where Person, and for which funds have been or are to be advanced to by such lessor or other Person subject to a Lien on the Restricted Property to be security of the leased property (a "Sale and Leaseback Lease-Back Transaction"), unless either: (ai) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions described in clauses (a) through (o) of Section 10.05the definition of "Permitted Liens" to create, assume or suffer to incur Secured Indebtedness secured by exist a Lien on the Restricted Property property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (bii) the Company or such Restricted Subsidiary shall apply an amount equal to (A) the greater of the net cash proceeds from of such sale or the fair market value of such property (in the opinion of the Board of Directors) less (B) the fair market value (in the opinion of the Board of Directors) of any noncash proceeds of the sale of such Restricted Property to property (provided such noncash proceeds constitute "Principal Property," acquired on the retirement, within 120 days of date the effective date of any such property sold in the Sale and Leaseback Transaction, of Funded Debt of Lease-Back Transaction was acquired by the Company or such any of its Restricted Subsidiary; providedSubsidiaries), howeveris applied within 180 days to the retirement or other discharge of the Securities or Pari Passu Debt. (b) Notwithstanding the foregoing, that this Section 10.06 shall not prevent the Company or any Restricted Subsidiary from: (a) may enter into Sale and Lease-Back Transactions not otherwise permitted as described above, provided that at the time of entering into any such Sale and Leaseback Transaction not involving a lease with a term of more than three yearsLease-Back Transaction, or (b) entering into any after giving effect to such Sale and Leaseback Transaction Lease-Back Transaction, the sum of outstanding Debt secured by such Liens (not including Permitted Liens) plus all Attributable Debt in respect of any Restricted Property owned Sale and Lease-Back Transactions entered into (not including Sale and Lease-Back Transactions permitted under Section 10.08(a)), measured, in each case, at the date hereof by the Company or a Restricted Subsidiary, if time any such Sale and Leaseback Lease-Back Transaction is entered into within 180 days after the later into, does not exceed 15% of the acquisition, completion of construction or commencement of operation of such Restricted PropertyConsolidated Net Tangible Assets.