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

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Domestic Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a) the Company or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien pursuant to Section 407 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien on the property to be leased, without equally and ratably securing the Notes outstanding under the Indenture as provided under Section 407; or (b) the Company or a Domestic Subsidiary shall apply, within 360 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt of the Company or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was created, 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 repayment or redemption, the Company may, within 360 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes issued under this Supplemental Indenture or Funded Debt for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt by an amount equivalent to the aggregate principal amount of Notes or Funded Debt.

Limitation on Sale and Leaseback Transactions. Solely with respect to the Notes, Section 3.6 is hereby deleted and replaced as follows: The Company Issuer will not, and nor will not it permit any Domestic Subsidiary to, engage in enter into any Sale arrangement with any Person providing for the leasing by the Issuer or any Subsidiary of any Principal Property of the Issuer or such Subsidiary, whether such asset is now owned or hereafter acquired (except for leases for a term, including renewals, of not more than three years, and Leaseback Transaction except for leases between the Issuer and a Subsidiary or between Subsidiaries) which property has been or is to be sold or transferred by the Issuer or such Subsidiary to such Person with the intention of taking back a lease of such property (a “sale and leaseback transaction”) unless: (ai) the net proceeds from such transaction equal or exceed the fair value, as determined by the Board of Directors or a Designated Company Officer, of the Principal Property leased at the time of entering into the transaction; (ii) the Issuer or the Subsidiary involved use the net proceeds from such transaction to acquire additional real property; (iii) the Issuer or such Domestic Subsidiary would be entitled entitled, pursuant to incur Indebtedness the provisions of Section 3.5, to issue, assume or guarantee Debt secured by a Lien pursuant to Section 407 mortgage upon such Principal Property at least equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant Attributable Debt in respect to such Sale and Leaseback Transaction and secured by a Lien on the property to be leased, arrangement without equally and ratably securing the Notes outstanding under the Indenture as provided under Section 407Notes; or (biv) an amount in cash equal to the Company fair value, as determined by the Board of Directors or a Domestic Subsidiary shall applyDesignated Company Officer, within 360 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt of the Company or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt Property at the time it was created, of entering into such arrangement or the Attributable Debt in part to respect of 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 repayment or redemption, the Company may, within 360 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes issued under this Supplemental Indenture or Funded Debt for cancellation and thereby reduce the amount to arrangement shall be applied to the redemption retirement of such Notes Debt of the Issuer or Funded any Subsidiary (other than (i) Debt owned by an amount equivalent any Subsidiary and (ii) Debt of the Issuer which is subordinated to the aggregate principal amount of Notes or Funded DebtNotes).

Limitation on Sale and Leaseback Transactions. The Company will Issuer shall not, and will shall not permit any Domestic Restricted Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a1) the Company Issuer or such Domestic Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien Secured Debt pursuant to the covenant described in Section 407 4.11 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien Security Interest on the property to be leased, without equally and ratably securing the Notes outstanding under the this Indenture as provided under Section 4074.11; or (b2) the Company Issuer or a Domestic Restricted Subsidiary shall apply, within 360 365 days before or after the effective date of such sale or transferSale and Leaseback Transaction, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, facilities or equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt long-term Indebtedness of the Company Issuer or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was createdRestricted 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 repayment or redemption, the Company Issuer may, within 360 365 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Trustee Notes issued under this Supplemental the Indenture or Funded Debt to the applicable representative such long-term Indebtedness for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt long-term Indebtedness by an amount equivalent to the aggregate principal amount of Notes or Funded Debtlong-term Indebtedness.

Limitation on Sale and Leaseback Transactions. The Company Parent Guarantor will not, and will not permit any Domestic Subsidiary of its Subsidiaries to, engage in any Sale and Leaseback Transaction unless: (a1) the Company Parent Guarantor or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien Secured Debt pursuant to Section 407 4.10 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien Security Interest on the property to be leased, without equally and ratably securing the Notes debt securities outstanding under the this Indenture as provided under Section 4074.10; or (b2) the Company Parent Guarantor or a Domestic such Subsidiary shall apply, within 360 180 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, facilities or equipment or assets which that are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the repurchase or redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt Indebtedness of the Company Parent Guarantor or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was createdits Subsidiaries, 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 repayment repurchase or redemption, the Company Parent Guarantor or any of its Subsidiaries may, within 360 180 days after such sale or transfer, deliver to the appropriate indenture Trustee or any other applicable trustee or other applicable Person comparable Person, Notes issued under this Supplemental Indenture or Funded Debt Indebtedness for cancellation and thereby reduce the amount to be applied to the repurchase or redemption of such Notes or Funded Debt Indebtedness by an amount equivalent to the aggregate principal amount of Notes or Funded DebtIndebtedness.

Limitation on Sale and Leaseback Transactions. The Company Parent will not, and will not permit any Domestic Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a1) the Company Parent or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien Secured Debt pursuant to the covenant described in Section 407 4.11 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien Security Interest on the property to be leased, without equally and ratably securing the Notes debt securities outstanding under the this Indenture as provided under Section 4074.11; or (b2) the Company Parent or a Domestic Subsidiary shall apply, within 360 180 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, facilities or equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt long-term Indebtedness of the Company Parent or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was createdSubsidiary, 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 repayment or redemption, the Company redemption Parent may, within 360 180 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes issued under this Supplemental Indenture or Funded Debt long-term Indebtedness for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt long-term Indebtedness by an amount equivalent to the aggregate principal amount of Notes or Funded Debtlong-term Indebtedness.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Domestic Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a) the Company or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien pursuant to Section 407 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien on the property to be leased, without equally and ratably securing the Notes outstanding under the Indenture as provided under Section 407; or (b) the Company or a Domestic Subsidiary shall apply, within 360 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, facilities or equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes notes issued under this Supplemental the Indenture or to the repayment or redemption of Funded Debt of the Company or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was created, 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 repayment or redemption, the Company may, within 360 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes notes issued under this Supplemental the Indenture or Funded Debt for cancellation and thereby reduce the amount to be applied to the redemption of such Notes notes or Funded Debt by an amount equivalent to the aggregate principal amount of Notes notes or Funded Debt.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Domestic Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a) the Company or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien pursuant to Section 407 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien on the property to be leased, without equally and ratably securing the Notes outstanding under the Indenture as provided under Section 407; or (b) the Company or a Domestic Subsidiary shall apply, within 360 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of the Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt of the Company or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was created, 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 repayment or redemption, the Company may, within 360 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes issued under this Supplemental Indenture or the Funded Debt for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt by an amount equivalent to the aggregate principal amount of Notes or Funded Debt.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Domestic Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a) the Company or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien pursuant to Section 407 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien on the property to be leased, without equally and ratably securing the Notes outstanding under the Indenture as provided under Section 407; or (b) the Company or a Domestic Subsidiary shall apply, within 360 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt of the Company or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was created, 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 repayment or redemption, the Company may, within 360 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes issued under this Supplemental Indenture or the Funded Debt for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt by an amount equivalent to the aggregate principal amount of Notes or Funded Debt.

Limitation on Sale and Leaseback Transactions. The Company will notnot itself, and will not permit any Domestic Subsidiary to, engage enter into any arrangement with any bank, insurance company or other lender or investor (not including the Company or any Subsidiary), or to which such lender or investor (other than the Company or a Subsidiary) is a party, providing for the leasing by the Company or such Subsidiary for a period, including renewals, in excess of three years of any real property located within the United States of America which has been owned by the Company or such Subsidiary for more than six months and which has been or is to be sold or transferred by the Company or such Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such real property (a "Sale and Leaseback Transaction unlessTransaction") unless either: (a) the Company or such Domestic Subsidiary would be entitled to incur Indebtedness could create indebtedness secured by a Lien lien pursuant to Section 407 11.10 on the real property to be leased, in an amount equal in amount to the net proceeds Value of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien on the property to be leasedTransaction, without equally and ratably securing the Notes outstanding under the Indenture as provided under Section 407Securities; or (b) the Company or a Domestic Subsidiary shall applyCompany, within 360 days before or six months after the effective date of such sale or transfertransfer shall have been made, applies an amount equal to such net proceeds to the greater of (i) the acquisition, construction, development or improvement of properties, facilities, equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business net proceeds of the Company and/or its Subsidiaries (including sale of the acquisition of assets or equity interests of another Person or a division of real property leased pursuant to such Person) arrangement or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt fair market value of the Company or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt real property so leased at the time it was created, or in part to of entering into such acquisition, construction, development or improvement and in part to such redemption and/or repayment. In lieu arrangement (as determined by the Board of applying an amount equal to such net proceeds to such repayment or redemption, Directors of the Company may, within 360 days after such sale or transfer, deliver Company) to the appropriate indenture trustee retirement of the Securities and other obligations of the issuer ranking on a parity with the Securities. No retirement referred to in this paragraph (b) may be effected by payment at maturity or other applicable Person Notes issued under this Supplemental Indenture pursuant to any mandatory sinking fund or Funded Debt for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt by an amount equivalent to the aggregate principal amount of Notes or Funded Debtprepayment provision.

Limitation on Sale and Leaseback Transactions. The Neither the Company nor MCN will notitself, and or will not they permit any Domestic Subsidiary to, engage enter into any arrangement with any bank, insurance company or other lender or investor (not including the Company, MCN or any Subsidiary), or to which such lender or investor (other than the Company, MCN or a Subsidiary) is a party, providing for the leasing by the Company, MCN or such Subsidiary for a period, including renewals, in excess of three years of any real property located within the United States of America which has been owned by the Company, MCN or such Subsidiary, as the case may be, for more than six months and which has been or is to be sold or transferred by the Company, MCN or such Subsidiary, as the case may be, to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such real property (a "Sale and Leaseback Transaction unlessTransaction") unless either: (a) the Company Company, MCN or such Domestic Subsidiary would be entitled to incur Indebtedness Subsidiary, as the case may be, could create indebtedness secured by a Lien lien pursuant to Section 407 1010 hereof on the real property to be leased, in an amount equal in amount to the net proceeds Value of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien on the property to be leasedTransaction, without equally and ratably securing the Notes outstanding under the Indenture as provided under Section 407Securities; or (b) the Company or a Domestic Subsidiary shall applyMCN, as the case may be, within 360 days before or six months after the effective date of such sale or transfertransfer shall have been made, applies an amount equal to such net proceeds to the greater of (i) the acquisition, construction, development or improvement of properties, facilities, equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business net proceeds of the Company and/or its Subsidiaries (including sale of the acquisition of assets or equity interests of another Person or a division of real property leased pursuant to such Person) arrangement or (ii) the redemption fair market value of Notes issued under this Supplemental Indenture or to the repayment or redemption real property so leased at the time of Funded Debt entering into such arrangement (as determined by the Board of Directors of the Company or of any Subsidiary or Indebtedness MCN, as the case may be) to the retirement of the Company Securities and other obligations of the issuer ranking on a parity with the Securities. No retirement referred to in this paragraph (b) may be effected by payment at maturity or of pursuant to any Subsidiary that was Funded Debt at the time it was created, mandatory sinking fund 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 repayment or redemption, the Company may, within 360 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes issued under this Supplemental Indenture or Funded Debt for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt by an amount equivalent to the aggregate principal amount of Notes or Funded Debtprepayment provision.

Limitation on Sale and Leaseback Transactions. The Company will Issuer shall not, and will shall not permit any Domestic Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a1) the Company Issuer or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien Secured Debt pursuant to the covenant described in Section 407 4.11 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien Security Interest on the property to be leased, without equally and ratably securing the Notes outstanding under the this Indenture as provided under Section 4074.11; or (b2) the Company Issuer or a Domestic Subsidiary shall apply, within 360 365 days before or after the effective date of such sale or transferSale and Leaseback Transaction, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, facilities or equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental the Indenture or to the repayment or redemption of Funded Debt long-term Indebtedness of the Company Issuer or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was createdSubsidiary, 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 repayment or redemption, the Company Issuer may, within 360 365 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Trustee Notes issued under this Supplemental the Indenture or Funded Debt to the applicable representative such long-term Indebtedness for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt long-term Indebtedness by an amount equivalent to the aggregate principal amount of Notes or Funded Debtlong-term Indebtedness.

Limitation on Sale and Leaseback Transactions. The Company will Issuer shall not, and will shall not permit any Domestic Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a1) the Company Issuer or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien Secured Debt pursuant to the covenant described in Section 407 4.11 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien Security Interest on the property to be leased, without equally and ratably securing the Notes outstanding under the this Indenture as provided under Section 4074.11; or (b2) the Company Issuer or a Domestic Subsidiary shall apply, within 360 365 days before or after the effective date of such sale or transferSale and Leaseback Transaction, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, facilities or equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt long-term Indebtedness of the Company Issuer or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was createdSubsidiary, 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 repayment or redemption, the Company Issuer may, within 360 365 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Trustee Notes issued under this Supplemental the Indenture or Funded Debt to the applicable representative such long-term Indebtedness for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt long-term Indebtedness by an amount equivalent to the aggregate principal amount of Notes or Funded Debtlong-term Indebtedness.

Limitation on Sale and Leaseback Transactions. The Company will not, and will may not permit any Domestic Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a1) the Company or such Domestic Subsidiary would be entitled to incur Secured Indebtedness secured by a Lien pursuant to Section 407 4.12 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien on the property to be leased, without equally and ratably securing the Notes debt securities outstanding under the this Indenture as provided under Section 4074.12; or (b2) the Company or a Domestic Subsidiary shall apply, within 360 180 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, facilities or equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt of the Company or of any Subsidiary or long-term Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was createdSubsidiary, 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 repayment or redemption, redemption the Company may, within 360 180 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes issued under this Supplemental Indenture or Funded Debt long-term Indebtedness for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt long-term Indebtedness by an amount equivalent to the aggregate principal amount of Notes or Funded Debtlong-term Indebtedness.

Limitation on Sale and Leaseback Transactions. The Company Parent will not, not and will not permit any Domestic Restricted Subsidiary toto sell or transfer (except to Parent or one or more Restricted Subsidiaries, engage or both) any manufacturing plant owned by Parent or any Restricted Subsidiary with the intention of taking back a lease on such property (herein referred to as a “Sale and Leaseback Transaction”) unless (a) the sale or transfer of the property is made within 120 days after the later of the date of (i) the acquisition of the property, (ii) the completion of construction or (iii) the commencement of full operation thereof, or (b) such lease has a term, including all permitted extensions and renewals, of not more than three years, and it is intended that the use by Parent or such Restricted Subsidiary of the manufacturing plant covered by such lease will be discontinued on or before the expiration of such term, or (c) at such time Parent or such Restricted Subsidiary could, pursuant to the provisions of Section 1009, create, assume or permit to exist a mortgage on the manufacturing plant to be sold or transferred and leased securing indebtedness or other obligations in any an aggregate amount equal to the amount realized or to be realized upon the sale or transfer of such manufacturing plan in connection with the Sale and Leaseback Transaction unless: without retiring Securities or other indebtedness by redemption or without equally and ratably securing all the Outstanding Securities of each series by such mortgage, as provided in Section 1009, or (ad) at such time Parent shall cause an amount equal to the Company value of the manufacturing plant to be sold or such Domestic Subsidiary would transferred and leased to be entitled applied to incur Indebtedness secured by a Lien the retirement (other than any mandatory retirement), within 120 days of the effective date of the Sale and Leaseback Transaction, of either the Securities or other Funded Debt of Parent which is equal in rank to the Securities, or both (for which purpose previously acquired Securities may be used). For the purposes of Section 1009 and subsection (d) of this Section 1010, the term “value” with respect to any manufacturing plant to be sold or transferred and leased pursuant to Section 407 a Sale and Leaseback Transaction shall mean as of any particular time, the amount equal in amount to the greater of (1) the net proceeds of the property sold sale or transferred transfer of such manufacturing plant or to be sold or to be transferred pursuant to (2) the fair value of such manufacturing plant at the time of entering into such Sale and Leaseback Transaction, as determined by the Board of Directors of Parent, in either case divided first by the number of full years of the term of the lease which is part of such Sale and Leaseback Transaction and secured then multiplied by a Lien on the property to be leased, without equally and ratably securing the Notes outstanding under the Indenture as provided under Section 407; or (b) the Company or a Domestic Subsidiary shall apply, within 360 days before or after the effective date number of full years of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt of the Company or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt term remaining at the time it was createdof determination, without regard to any renewal or extension options contained 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 repayment or redemption, the Company may, within 360 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes issued under this Supplemental Indenture or Funded Debt for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt by an amount equivalent to the aggregate principal amount of Notes or Funded Debtlease.

Limitation on Sale and Leaseback Transactions. The Company Parent will not, not and will not permit any Domestic Restricted Subsidiary toto sell or transfer (except to Parent or one or more Restricted Subsidiaries, engage or both) any manufacturing plant owned by Parent or any Restricted Subsidiary with the intention of taking back a lease on such property (herein referred to as a “Sale and Leaseback Transaction”) unless (a) the sale or transfer of the property is made within 120 days after the later of the date of (i) the acquisition of the property, (ii) the completion of construction or (iii) the commencement of full operation thereof, or (b) such lease has a term, including all permitted extensions and renewals, of not more than three years, and it is intended that the use by Parent or such Restricted Subsidiary of the manufacturing plant covered by such lease will be discontinued on or before the expiration of such term, or (c) at such time Parent or such Restricted Subsidiary could, pursuant to the provisions of Section 10.09, create, assume or permit to exist a mortgage on the manufacturing plant to be sold or transferred and leased securing indebtedness or other obligations in any an aggregate amount equal to the amount realized or to be realized upon the sale or transfer of such manufacturing plan in connection with the Sale and Leaseback Transaction unless: without retiring Securities or other indebtedness by redemption or without equally and ratably securing all the Outstanding Securities of each series by such mortgage, as provided in Section 10.09, or (ad) at such time Parent shall cause an amount equal to the Company value of the manufacturing plant to be sold or such Domestic Subsidiary would transferred and leased to be entitled applied to incur Indebtedness secured by a Lien the retirement (other than any mandatory retirement), within 120 days of the effective date of the Sale and Leaseback Transaction, of either the Securities or other Funded Debt of Parent which is equal in rank to the Securities, or both (for which purpose previously acquired Securities may be used). For the purposes of Section 10.09 and subsection (d) of this Section 10.10, the term “value” with respect to any manufacturing plant to be sold or transferred and leased pursuant to Section 407 a Sale and Leaseback Transaction shall mean as of any particular time, the amount equal in amount to the greater of (1) the net proceeds of the property sold sale or transferred transfer of such manufacturing plant or to be sold or to be transferred pursuant to (2) the fair value of such manufacturing plant at the time of entering into such Sale and Leaseback Transaction, as determined by the Board of Directors of Parent, in either case divided first by the number of full years of the term of the lease which is part of such Sale and Leaseback Transaction and secured then multiplied by a Lien on the property to be leased, without equally and ratably securing the Notes outstanding under the Indenture as provided under Section 407; or (b) the Company or a Domestic Subsidiary shall apply, within 360 days before or after the effective date number of full years of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt of the Company or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt term remaining at the time it was createdof determination, without regard to any renewal or extension options contained 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 repayment or redemption, the Company may, within 360 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes issued under this Supplemental Indenture or Funded Debt for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt by an amount equivalent to the aggregate principal amount of Notes or Funded Debtlease.

Limitation on Sale and Leaseback Transactions. The Company Parent Guarantor will not, and will not permit any Domestic Subsidiary of its Subsidiaries to, engage in any Sale and Leaseback Transaction unless: (a1) the Company Parent Guarantor or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien Secured Debt pursuant to the covenant described in Section 407 4.11 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien Security Interest on the property to be leased, without equally and ratably securing the Notes debt securities outstanding under the this Indenture as provided under Section 4074.11; or (b2) the Company Parent Guarantor or a Domestic such Subsidiary shall apply, within 360 180 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, facilities or equipment or assets which that are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the repurchase or redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt Indebtedness of the Company Parent Guarantor or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was createdits Subsidiaries, 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 repayment repurchase or redemption, the Company Parent Guarantor or any of its Subsidiaries may, within 360 180 days after such sale or transfer, deliver to the appropriate indenture Trustee or any other applicable trustee or other applicable Person comparable Person, Notes issued under this Supplemental Indenture or Funded Debt Indebtedness for cancellation and thereby reduce the amount to be applied to the repurchase or redemption of such Notes or Funded Debt Indebtedness by an amount equivalent to the aggregate principal amount of Notes or Funded DebtIndebtedness.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Domestic Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a1) the Company or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien pursuant to Section 407 4.10 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien on the property to be leased, without equally and ratably securing the Notes notes outstanding under the Indenture as provided under Section 4074.10; or (b2) the Company or a Domestic Subsidiary shall apply, within 360 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, facilities or equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes notes issued under this Supplemental the Indenture or to the repayment or redemption of Funded Debt of the Company or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was created, 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 repayment or redemption, the Company may, within 360 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes notes issued under this Supplemental the Indenture or Funded Debt for cancellation and thereby reduce the amount to be applied to the redemption of such Notes notes or Funded Debt by an amount equivalent to the aggregate principal amount of Notes notes or Funded Debt.

Limitation on Sale and Leaseback Transactions. The Company Issuer will not, and will not permit any Domestic Subsidiary to, engage in any Sale and Leaseback Transaction unless: (a1) the Company Issuer or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a Lien Secured Debt pursuant to the covenant described in Section 407 4.11 equal in amount to the net proceeds of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction and secured by a Lien Security Interest on the property to be leased, without equally and ratably securing the Notes debt securities outstanding under the this Indenture as provided under Section 4074.11; or (b2) the Company Issuer or a Domestic Subsidiary shall apply, within 360 180 days before or after the effective date of such sale or transfer, an amount equal to such net proceeds to (i) the acquisition, construction, development or improvement of properties, facilities, facilities or equipment or assets which are, or upon such acquisition, construction, development or improvement will be, (x) a Principal Facility or Principal Facilities or a part thereof or (y) otherwise constitute assets useful in the business of the Company and/or its Subsidiaries (including the acquisition of assets or equity interests of another Person or a division of such Person) or (ii) the redemption of Notes issued under this Supplemental Indenture or to the repayment or redemption of Funded Debt long-term Indebtedness of the Company Issuer or of any Subsidiary or Indebtedness of the Company or of any Subsidiary that was Funded Debt at the time it was createdSubsidiary, 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 repayment or redemption, redemption the Company Issuer may, within 360 180 days after such sale or transfer, deliver to the appropriate indenture trustee or other applicable Person Notes issued under this Supplemental Indenture or Funded Debt long-term Indebtedness for cancellation and thereby reduce the amount to be applied to the redemption of such Notes or Funded Debt long-term Indebtedness by an amount equivalent to the aggregate principal amount of Notes or Funded Debtlong-term Indebtedness.