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 shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries 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"), unless Transaction with respect to any Principal Property 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 such Principal Property to be leased securing Indebtedness in an amount equal to the Attributable Debt Indebtedness with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding SecuritiesNotes pursuant to Section 4(a) of this Supplemental Indenture, 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 retirementCompany, within 120 days of six months after the effective date of any such Sale and Leaseback Transaction, applies to the voluntary defeasance or retirement of Funded Debt of Notes or other Indebtedness an amount equal to 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 Attributable Indebtedness 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 Transaction, or (iii) after giving pro forma effect to the later Attributable Indebtedness with respect to such Sale and Leaseback Transaction, the sum of (without duplication) (x) all Indebtedness of the acquisitionCompany and its Subsidiaries secured by Liens on Principal Property (other than Permitted Liens) and (y) all Attributable Indebtedness in respect of Sale and Leaseback Transactions with respect to any Principal Property, completion at the time of construction or commencement determination does not at the time of operation determination exceed 15% of such Restricted PropertyAdjusted 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 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 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, 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 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 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 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 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 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 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 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 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 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 (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 of construction if applicable, the date such property was first placed in operation, or commencement of operation of such (z) any Sale and Leaseback Transaction between the Company and any Restricted PropertySubsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Wholly Owned Restricted Subsidiary.

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 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 36 43 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 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 or any of its subsidiaries 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 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 1017 that, together with Securities that have been or are required to be repaid pursuant to Section 1015, 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 1017 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 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, 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 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 OutstandingOutstanding (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 [date of 77 Indenture], or such entered into by a Restricted Subsidiary would be entitledafter [date of Indenture], pursuant to 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 ratable 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 On or after the Securities of any Series are OutstandingRelease Date, the Company will notnot permit, and will 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 aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the Securities, would not exceed 15% of the Company’s Consolidated Net Tangible Assets, 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 (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 of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded retire 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 such Sale retirement of Debt complies with all other conditions of this Indenture and, provided further that in no event shall the Company be required on or prior to the Fifth Anniversary to retire Securities pursuant to this Section 1018 that, together with Securities that have been or are required to be repaid pursuant to Section 1016, 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 1018 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 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 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 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 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 OutstandingOutstanding (subject to clause (a)(ii) of Section 503, the as contemplated by subclause (x) thereto. 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 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 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 5% of Consolidated Net Tangible Assets 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 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, not enter into and will not permit any a Restricted Subsidiary to, to enter into any arrangement, directly or indirectly, Sale and Leaseback Transaction with respect to 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 (a "Sale and Leaseback Transaction")date of this Indenture, unless (a) such Sale and Leaseback Transaction involves a lease for a term of not more than three years; (b) such Sale and Leaseback Transaction is between the Company or such Restricted Subsidiary and a Subsidiary; (c) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness indebtedness secured by a Lien mortgage, pledge or other lien or encumbrance on the Restricted such 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 pursuant to clause (f) of Section 12.07 without equally and ratably securing the Outstanding Securities, Debt Securities of any applicable series pursuant to such covenant; or (bd) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (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 greater of the net proceeds from the sale of such Restricted Property sale or the Attributable Debt with respect to the retirement, within 120 days of the effective date of any such Sale and Leaseback TransactionTransaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any a Restricted Subsidiary from: (aother than Funded Debt that is subordinated to the Debt Securities) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (bii) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiarypurchase, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement development of operation of such Restricted Propertyother comparable property.

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 aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the Securities, would not exceed 15% of the Company's Consolidated Net Tangible Assets, 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 (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 of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded retire 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 such Sale retirement of Debt complies with all other conditions of this Indenture and, provided further that in no event shall the Company be required on or prior to the Fifth Anniversary to retire (i) Securities pursuant to this Section 1011 that have an aggregate principal amount in excess of 25% of the original aggregate principal amount of the Securities or (ii) Other Senior Secured (Second Priority) Notes pursuant to this Section 1011 that have an aggregate principal amount in excess of 25% of the original aggregate principal amount of the Other Senior Secured (Second Priority) 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 and Other Senior Secured (Second Priority) Notes that would have been retired under this Section 1011 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 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 any of the Debt Securities of any Series are Outstanding, the Company will not, and nor will not it permit any Restricted Significant Subsidiary to, enter into any arrangement, directly or indirectly, arrangement with any Person (other than the Company or a Significant Subsidiary) providing for the leasing by the Company or a Restricted any Significant Subsidiary of any Restricted Property material property, whether now owned at the date hereofor hereafter acquired, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Significant Subsidiary to such Person or to any other Person where funds have been or are to be advanced to Persons with the intention of taking back a lease on such Person subject to a Lien on the Restricted Property to be leased property (a "Sale and Leaseback Transaction"), ) unless (a) such transaction involves a lease or right to possession or use for a temporary period not to exceed three years following such sale, by the Company or end of which it is intended that the use of such Restricted Subsidiary would property by the lessee will be entitleddiscontinued, 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 Significant Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirementwould, within 120 days of on the effective date of such transaction, be entitled to issue, assume or guarantee Indebtedness secured by a Lien on such property at least equal in an amount to the Attributable Debt in respect thereof, without equally and ratably securing the Debt Securities as set forth in this Indenture, or (c) if the proceeds of such sale (i) are equal to or greater than the fair market value (as determined by the Board of Directors of the Company) of such property and (ii) are applied within 270 days after the receipt of the proceeds of sale or transfer to either the purchase or acquisition of fixed assets or equipment used in the operation of the business or the construction of fixed improvements on real property or to the repayment of Debt Securities or Senior Funded Debt of the Company or any Significant Subsidiary. The preceding restrictions shall not apply to any Sale and Leaseback Transaction between the Company and a Significant Subsidiary or between Significant Subsidiaries. Notwithstanding the foregoing, the Company or any Significant Subsidiary may enter into Sale and Leaseback Transactions in addition to any permitted by the two immediately preceding sentences and without any obligation to retire any Debt Securities or other Indebtedness, provided that, at the time of entering into such Sale and Leaseback Transactions, and after giving effect thereto, the amount of Attributable Debt in respect of such Sale and Leaseback Transaction, of Funded together with all such other Attributable Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall outstanding and all Indebtedness outstanding secured by Liens (not prevent the Company or any Restricted Subsidiary from: including Indebtedness excluded as provided in clauses (a) entering into any Sale and Leaseback Transaction through (f) in Section 4.11), does not involving a lease with a term exceed [ ]% 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 Company will not, No Obligor shall (and will shall 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")Transaction with respect to any Property, unless (ai) the Company such Obligor or such Restricted Significant Subsidiary would be entitled, pursuant permitted to xxxxx x Xxxx under Section 7.6 to secure the provisions amount of Section 10.05, to incur Secured Indebtedness secured by a Lien Debt on the Restricted such Property to be leased at least equal in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, obligations owed by the Obligors under the Loan Documents or (bii) within three hundred sixty-five (365) days after 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 closing date of any such Sale and Leaseback Transaction, such Obligor or such Significant Subsidiary shall apply or cause to be applied, in the case of Funded a sale or transfer for cash, an amount equal to the net proceeds thereof, (A) to the retirement of Debt of an Obligor or a Significant Subsidiary ranking at least on parity with the Company Loans or such Restricted Debt of any Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company in each case owing to a Person other than an Obligor 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, its Subsidiaries or (bB) 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 to the acquisition, completion purchase, construction, development, extension or improvement (including any capital expenditure) of construction any property or commencement assets of operation an Obligor or any Subsidiary used or to be used by or for the benefit of such Restricted Propertyan Obligor or any Subsidiary. The foregoing restriction will not apply to (x) transactions providing for a lease term of three (3) years or less, and (y) transactions between (A) the Obligors, (B) an Obligor and any of the Significant Subsidiaries or (C) any Significant Subsidiaries.

Limitation on Sale and Leaseback Transactions. So long as The Company covenants and agrees for the Securities benefit of each series of Securities, other than any Series are Outstanding, series established by or pursuant to a Board Resolution of the Company or in one or more supplemental indentures hereto which specifically provides otherwise, 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 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 Company 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 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 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 shall (and in any such Restricted Subsidiary shall case the Company covenants that it will) apply an amount equal to the proceeds from the sale fair value of such Restricted Principal Property so leased (as determined by the Board of Directors) to the retirementretirement (other than by payment at maturity or to satisfy the mandatory requirements of any sinking, purchase or analogous fund or prepayment provision), within 120 180 days of the effective date of any such Sale and Leaseback Transaction, of Securities or other Funded Debt Indebtedness of the Company or such any Restricted SubsidiarySubsidiary ranking on a parity with the Securities, or to the purchase, improvement or construction of properties which are Principal Properties; provided, however, that this Section 10.06 the amount to be applied to the retirement of such Funded Indebtedness shall not prevent be reduced by (x) 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 by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into 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 Company within 180 days after such sale or transfer; and promptly after the expiration of such 180-day period the Company 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 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 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: 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 industrial development bonds which are tax-exempt pursuant to Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code, as amended (a) entering into or which receive similar tax treatment under any Sale and Leaseback Transaction not involving a lease with a term of more than three years, subsequent amendments thereto 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 Propertysuccessor laws thereof).

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 Second 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 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 Company will (a) The Guarantor shall not, and will shall not permit any Restricted Subsidiary of its Consolidated 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")Transaction involving any Principal Property unless either of the following conditions is met: (1) after giving effect thereto, unless (a) 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 and Leaseback Transaction Transactions plus the aggregate amount of Debt secured by Liens incurred without equally and ratably securing the Outstanding Securities, Securities pursuant to Section 2.9 would not exceed 10% of the Consolidated Net Tangible Assets of the Guarantor and the Consolidated Subsidiaries; or (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 120 180 days of the effective date of any such Sale and Leaseback Transaction, the Guarantor or such Consolidated Subsidiary applies to (A) the retirement or prepayment, and in either case, the permanent reduction, 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 Consolidated Subsidiary from(including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), or (B) the purchase of other property that will constitute Principal Property having a fair market value, in the opinion of the Board of Directors, at least equal to the fair market value of the Principal - 16 - Exhibit 4.2 Property leased in such Sale and Leaseback transaction, an amount not less than the greater of: (i) the Net Proceeds of the Sale and Leaseback Transaction; and (ii) the fair market value of the Principal Property so leased at the time of such transaction; (b) The restriction set forth in paragraph (a) entering into above shall not apply to any Sale and Leaseback Transaction not involving Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.10 or in Section 2.9(a) with respect to any such transaction: (1) solely between the Guarantor and a lease with Consolidated Subsidiary or solely between Consolidated Subsidiaries; (2) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Guarantor or a term of more than three yearsConsolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi-governmental agency; or (b3) entering into any Sale in which the applicable lease is for a period, including renewal rights, of three years or less. This Section 2.10 has been included in this Supplemental Indenture expressly and Leaseback Transaction in respect of any Restricted Property owned at solely for 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 benefit of the acquisition, completion of construction or commencement of operation of such Restricted PropertyNotes.

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 Securities 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 Parent will not, not and will not permit any Restricted Subsidiary toto sell or transfer (except to Parent or one or more Restricted Subsidiaries, enter into or both) any arrangement, directly manufacturing plant owned by Parent or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary with the intention of any Restricted Property owned at the date hereof, which Restricted Property has been or is taking back a lease on such property (herein referred 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 as a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Transaction"), ”) unless (a) the Company 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 would of the manufacturing plant covered by such lease will be entitleddiscontinued 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 10.051009, create, assume or permit to incur Secured Indebtedness secured by exist a Lien mortgage on the Restricted Property manufacturing plant to be sold or transferred and leased securing indebtedness or other obligations in 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 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 (d) at such time Parent shall cause an amount equal to the Attributable Debt with respect value of the manufacturing plant to such Sale be sold or transferred and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal leased to be applied to the proceeds from the sale of such Restricted Property to 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 a Sale and Leaseback Transaction shall mean as of any particular time, the amount equal to the greater of (1) the net proceeds of the sale or transfer of such manufacturing plant or (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 Funded Debt Directors of Parent, in either case divided first by the number of full years 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 the lease which is part 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 and then multiplied by the later number of the acquisition, completion of construction or commencement of operation full years of such Restricted Propertyterm remaining at the time of determination, without regard to any renewal or extension options contained in such lease.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company Parent will not, not and will not permit any Restricted Subsidiary toto sell or transfer (except to Parent or one or more Restricted Subsidiaries, enter into or both) any arrangement, directly manufacturing plant owned by Parent or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary with the intention of any Restricted Property owned at the date hereof, which Restricted Property has been or is taking back a lease on such property (herein referred 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 as a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Transaction"), ”) unless (a) the Company 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 would of the manufacturing plant covered by such lease will be entitleddiscontinued 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 10.0510.09, create, assume or permit to incur Secured Indebtedness secured by exist a Lien mortgage on the Restricted Property manufacturing plant to be sold or transferred and leased securing indebtedness or other obligations in 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 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 (d) at such time Parent shall cause an amount equal to the Attributable Debt with respect value of the manufacturing plant to such Sale be sold or transferred and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal leased to be applied to the proceeds from the sale of such Restricted Property to 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 a Sale and Leaseback Transaction shall mean as of any particular time, the amount equal to the greater of (1) the net proceeds of the sale or transfer of such manufacturing plant or (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 Funded Debt Directors of Parent, in either case divided first by the number of full years 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 the lease which is part 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 and then multiplied by the later number of the acquisition, completion of construction or commencement of operation full years of such Restricted Propertyterm remaining at the time of determination, without regard to any renewal or extension options contained in such lease.

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company Holdings 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 Holdings or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, permitted 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, Notes as provided under Section 4.11; or (b2) the Company Holdings 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 repurchase or redemption of operation Notes issued under this Indenture or to the repayment or redemption of long-term Indebtedness of the Issuer, Holdings or of any Restricted Subsidiary, or in part to such acquisition, construction, development or improvement and in part to such redemption, repurchase and/or repayment. In lieu of applying an amount equal to such net proceeds to such redemption, repurchase or repayment 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, repurchase or repayment of such Restricted PropertyNotes or long-term Indebtedness by an amount equivalent to the aggregate principal amount of Notes or long-term Indebtedness. SECTION 4.13.

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 121 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 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 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 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 Company covenants and agrees for the Securities benefit of each series of Securities, other than any Series are Outstanding, series established by or pursuant to a Board Resolution of the Company or in one or more supplemental indentures hereto which specifically provides otherwise, 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 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 Company 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 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 a Lien on the Restricted Property to be leased (as a "Sale and Leaseback Transaction"), unless (a) the Company 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 shall (and in any such Restricted Subsidiary shall case the Company covenants that it will) apply an amount equal to the proceeds from the sale fair value of such Restricted Principal Property so leased (as determined by the Board of Directors) to the retirementretirement (other than by payment at maturity or to satisfy the mandatory requirements of any sinking, purchase or analogous fund or prepayment provision), within 120 180 days of the effective date of any such Sale and Leaseback Transaction, of Securities or other Funded Debt Indebtedness of the Company or such any Restricted SubsidiarySubsidiary ranking on a parity with the Securities, or to the purchase, improvement or construction of properties which are Principal Properties; provided, however, that this Section 10.06 the amount to be applied to the retirement of such Funded Indebtedness shall not prevent be reduced by (x) 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 by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into 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 Company within 180 days after such sale or transfer; and promptly after the expiration of such 180-day period the Company 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 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: (i) the leasing by sale and leaseback transaction is solely with the Company or another Restricted Subsidiary; (ii) the lease is for a Restricted Subsidiary period not in excess of any Restricted Property owned at three years, including renewal rights; (iii) the date hereof, which Restricted Property has been lease secures or is relates to be sold industrial revenue 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 pollution control bonds; (a "Sale and Leaseback Transaction"), unless (aiv) the Company 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 10.0511.10, without equally and ratably securing the Securities of each series then outstanding, to incur Secured create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such Principal 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 sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or leaseback transaction; (bv) the Company or such Restricted Subsidiary shall apply Subsidiary, within 180 days after the sale of such Principal Property in connection with such sale and leaseback transaction is completed, applies an amount equal to the greater of (A) the net proceeds from of the sale of such Restricted the Principal Property to leased and (B) the retirement, within 120 days fair market value of the effective date Principal Property leased to (1) the retirement of any such Sale and Leaseback TransactionSecurities, of other Funded Debt Indebtedness of the Company ranking on a parity with the Securities, or such Funded Indebtedness of a Restricted SubsidiarySubsidiary 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; provided, however, that this Section 10.06 shall not prevent or (vi) the Attributable Indebtedness of the Company or any and its 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 Subsidiaries in respect of any Restricted Property owned at such sale and leaseback transaction and all other sale and leaseback transactions entered into after the date hereof 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 the Company or a Restricted Subsidiary, if Xxxxx on Principal Properties then outstanding (not including any such Sale and Leaseback Transaction is entered into within 180 days after the later Indebtedness secured by Xxxxx described in clauses (i) through (viii) of the acquisitionsecond paragraph of Section 11.10) which do not equally and ratably secure such outstanding Securities (or secure such outstanding Securities 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 Net Tangible Assets.

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, Sale and Leaseback Transaction with respect to any Person providing Principal Property unless (a) such Sale and Leaseback Transaction involves a lease for a term of not more than three years; (b) such Sale and Leaseback Transaction is between the leasing by Company and a Subsidiary of the Company or a Restricted Subsidiary between Subsidiaries 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 Company; (a "Sale and Leaseback Transaction"), unless (ac) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, entitled to incur Secured Indebtedness indebtedness secured by a Lien on the Restricted such 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 pursuant to the first sentence of the “Limitations on Liens” covenant in Section 1009 above without being required to equally and ratably securing secure the Outstanding Securities, or Securities of any applicable series pursuant to such covenant; (bd) the proceeds of 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 Company) and 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 the retirement, within 120 days of the effective date of any such Sale and Leaseback TransactionTransaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of Funded Debt debt for borrowed money of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent a Subsidiary of the Company or any Restricted Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of that matures more than three years, 12 months after its creation (other than debt that is subordinated to the Securities or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by debt to the Company or a Restricted SubsidiarySubsidiary of the Company) or (ii) the purchase, if construction or development of other comparable property; or (e) such Sale and Leaseback Transaction is entered into within 180 days after the later initial acquisition by the 70 Company or such Restricted Subsidiary, as the case may be, of the acquisition, completion of construction or commencement of operation of Principal Property subject to such Restricted Property.Sale and Leaseback Transaction

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company Holdings 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 Holdings or such Restricted Subsidiary would be entitled, permitted to incur Se- cured Debt pursuant to Section 4.11 equal in amount to the provisions net proceeds of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property proper- ty 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, Notes as provided under Section 4.11; or (b2) the Company Holdings 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 im- provement will be, a Principal Facility or Principal Facilities or a part thereof or (ii) the repurchase or redemption of operation Notes issued under this Indenture or to the repayment or redemption of long-term Indebtedness of the Issuer, Holdings or of any Restricted Subsidiary, or in part to such acquisition, construction, development or improvement and in part to such redemption, repurchase and/or repayment. In lieu of applying an amount equal to such net proceeds to such redemption, repurchase or repayment the Issuer may, within 180 days after such sale or transfer, deliver to the appropriate in- denture trustee Notes issued under this Indenture or long-term Indebtedness for can- cellation and thereby reduce the amount to be applied to the redemption, repurchase or repayment 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 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 days one year 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 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 one year 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 IR Parent within one year 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, IR 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 Propertyone-year 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 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 aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the Securities, would not exceed 15% of the Company’s Consolidated Net Tangible Assets, 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 (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 of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded retire 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 such Sale retirement of Debt complies with all other conditions of this Indenture and, provided further that in no event shall the Company be required on or prior to the Fifth Anniversary to retire Securities pursuant to this Section 1011 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 1011 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 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 86 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 aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the Securities, would not exceed 15% of the Company's Consolidated Net Tangible Assets, 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 (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 of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded retire 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 such Sale retirement of Debt complies with all other conditions of this Indenture and, provided further that in no event shall the Company be required on or prior to the Fifth Anniversary to retire Securities pursuant to this Section 1011 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 1011 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 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 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 Property.series 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. 77

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 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 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 The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly sell or indirectly, with any Person providing for the leasing by transfer (except to the Company or a to one or more Restricted Subsidiary of Subsidiaries, or both) any Restricted Principal Property owned at the date hereof, by it and which Restricted Property has been in full operation for more than 120 days prior to such sale or is to be sold or transferred transfer with the intention (i) of taking back a lease on such property, except a lease for a temporary period (not exceeding 36 months), and (ii) that the use by the Company or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred 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 (as a "Sale and Leaseback -28- Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.054.10, to incur Secured Indebtedness Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a Lien mortgage 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 (b) the Company or such a Restricted Subsidiary shall apply an amount equal to the proceeds from value of the sale of such Restricted Property property so leased to the retirement (other than any mandatory retirement), within 120 days of the effective date of any such Sale and Leaseback Transactionarrangement, of Funded Debt of indebtedness for money borrowed by the Company or any Restricted Subsidiary (other than such indebtedness owned by the Company or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that this Section 10.06 the amount to be so applied to the retirement of such indebtedness shall not prevent be reduced by (i) 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 aggregate principal amount of any Restricted Property owned at Securities delivered within 120 days of the effective date hereof of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into Subsidiary within 180 120 days after the later of the acquisition, completion effective date of construction or commencement of operation of any such Restricted Propertyarrangement.

Limitation on Sale and Leaseback Transactions. So long as On or after the Securities of any Series are OutstandingRelease Date, the Company will notnot permit, and will 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 aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the Securities, would not exceed 15% of the Company's Consolidated Net Tangible Assets, 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 (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 of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded retire 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 such Sale retirement of Debt complies with all other conditions of this Indenture and, provided further that in no event shall the Company be required on or prior to the Fifth Anniversary to retire Securities pursuant to this Section 1018 that, together with Securities that have been or are required to be repaid pursuant to Section 1016, 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 1018 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 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 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.Restricted

Limitation on Sale and Leaseback Transactions. So long as the Securities of any Series are Outstanding, the Company The Parent will not, and will not permit any Restricted Subsidiary to, enter into sell or transfer (except to the Parent or one or more Restricted Subsidiaries, or both) any arrangement, directly or indirectly, with any Person providing for the leasing Principal Property owned by the Company Parent or a any Restricted Subsidiary with the intention of any Restricted Property owned at the date hereof, which Restricted Property has been or is taking back a lease on such property (herein referred 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 as a Lien on the Restricted Property to be leased (a "“Sale and Leaseback Transaction"), ”) unless (a) the Company sale or such Restricted Subsidiary would be entitled, pursuant to the provisions transfer 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 property is entered into made within 180 days after the later of the acquisitiondate of (i) the acquisition of such property, (ii) the completion of construction of such property, or (iii) the commencement of full operation thereof, (b) such lease has a term, including permitted extensions and renewals, of not more than three years, and it is intended that the use by the Parent or such Restricted Subsidiary of the Principal Property covered by such lease will be discontinued on or before the expiration of such term, (c) at such time the Parent or such Restricted PropertySubsidiary 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 security indebtedness of other obligations in an aggregate amount equal to the amount realized or to be realized upon the sale or transfer of such manufacturing plant in connection with the Sale and Leaseback Transaction 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 (d) the Parent or its Restricted Subsidiaries causes an amount equal to the value of the Principal Property to be sold or transferred and leased to be applied to the retirement (other than any mandatory retirement) within 180 days of the effective date of the Sale and Leaseback Transaction of either the Securities or other Funded Debt of the 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 Principal Property to be sold or transferred and leased pursuant to a Sale and Leaseback Transaction shall mean as of any particular time, the amount equal to the greater of (1) the net proceeds of the sale or transfer of such Principal Property or (2) the fair value of such Principal Property at the time of entering into such Sale and Leaseback Transaction, as determined by the Board of Directors of the 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 then multiplied by the number of full years of such term remaining at the time of determination, without regard to any renewal or extension options contained in such lease.

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 CGD Note 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 holder of the acquisitionCGD Note 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 CGD Note, 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 CGD Note than those under or pursuant to the agreement so extended, renewed, refinanced 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 the Other Senior Notes and Senior Subordinated Notes that would have been retired under this Section 1010 but 80 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 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"), 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 _________, 1999, or such entered into by a Restricted Subsidiary would be entitledafter _________, 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 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 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 subordinate 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 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"), other than in connection with any Disposition permitted under subsection 8.6 and except for (i) Sale and Leaseback Transaction"Transactions in which funds have been advanced solely by Investments of the Borrower and its Subsidiaries permitted by subsection 8.9(m), unless (aii) Sale and Leaseback Transactions entered into by the Company Borrower or any such Restricted Subsidiary would be entitledwith respect to real or personal property with an aggregate book value not to exceed $5,000,000 at any one time and (iii) Sale and Leaseback Transactions entered into with respect to packaging machines under which the Borrower or any of its Subsidiaries has sold and leased back such machines in the ordinary course of its business, pursuant for the purpose of subleasing such machines in the ordinary course of its business to customers of the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased Borrower and its Subsidiaries in an amount determined for any such machine to be equal to the fair value thereof; PROVIDED that (i) the sum of the then Attributable Debt with in respect to of such Sale and Leaseback Transaction without equally Transactions and ratably securing the Outstanding Securities, or amount of Machinery Financing Indebtedness incurred pursuant to subsection 8.2(p) shall not exceed $75,000,000 at any time outstanding and (bii) the Company aggregate book value of packaging machines owned by the Borrower or such Restricted Subsidiary shall apply an amount equal any of its Subsidiaries on the Closing Date that are refinanced by Machinery Financing Indebtedness pursuant to the proceeds from the sale of such Restricted Property subsection 8.2(p) or are sold and leased back pursuant 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 Transactions permitted pursuant to this Section 10.06 subsection 8.12(iii) 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 Propertyexceed $50,000,000.