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

Limitation on Sale and Leaseback Transactions. (a) The Company shall not, and shall not permit any of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: (i) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall not, and shall not permit any Subsidiary of its Consolidated Subsidiaries the Company to, enter into any arrangement with any Person providing for the leasing by the Company or any Subsidiary of the Company of any property or assets that have been or are to be sold or transferred by the Company or such Subsidiary of the Company to such Person, with the intention of taking back a lease of such property or assets (a “Sale and Leaseback Transaction with respect to any Principal Property unlessTransaction”) unless either: (ia) upon giving effect theretowithin 12 months after the receipt of the proceeds of the sale or transfer, the aggregate amount of all Attributable Debt Company or any Subsidiary of the Company and its Consolidated Subsidiaries with respect applies an amount equal to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount greater of Debt secured the net proceeds of the sale or transfer or the fair value (as determined in good faith by Liens on any Principal Property the Company’s Board of Directors) of such property or on any shares assets at the time of Capital Stock of any Consolidated Subsidiary such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt; or (b) the Company or such Subsidiary that is principally engaged of the Company would be entitled, at the effective date of the sale or transfer, to incur debt secured by a Lien on such property or assets in leasing or receivables financing transactions or that holds as all or substantially all an amount at least equal to the Attributable Debt in respect of its assets equity interests in one or more such Subsidiaries) incurred the Sale and Leaseback Transaction, without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (including that 4.06. The foregoing restriction 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. (b) The restriction set forth in Section 2.14(a) paragraph above shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: Transaction (i) solely for a term of not more than three years including renewals; (ii) between the Company and a Consolidated Subsidiary of the Company or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bondSubsidiaries of the Company, industrial development bond, pollution control bond or similar financing arrangement between provided that the lessor is the Company or a Consolidated wholly owned Subsidiary and any federal, state of the Company; or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is entered into within 180 days prior or subsequent to after the later of the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationsubject property or assets.

Limitation on Sale and Leaseback Transactions. (a) The Company shall not, and shall not permit any of its Consolidated Subsidiaries to, enter into any Sale sale and Leaseback Transaction with respect to leaseback transaction for the sale and leasing back of any Principal Property Property, whether now owned or hereafter acquired, unless: (i) upon giving effect thereto, such transaction was entered into prior to the aggregate amount date of all Attributable Debt issuance of the Initial Notes; (ii) such transaction was for the sale and leasing back to the Company and or any of its Consolidated wholly owned Subsidiaries of any Principal Property by the Company or a Subsidiary; (iii) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years); (iv) the Company would be entitled to incur Indebtedness secured by a Lien with respect to Sale such sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred leaseback transaction without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)5.01(b) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiariesabove; or (iiv) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated any Subsidiary applies an amount not less than equal to the greater of: (1) net proceeds from the Net Proceeds sale of the Sale and Leaseback Transaction; and (2) the fair market value of the such Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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 Principal Property used or useful in the Company’s or such Subsidiary’s business or to the retirement of Indebtedness that will constitute Principal Property. is pari passu with the Notes (bincluding the Notes) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary within 365 days before or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which after the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent sale and leaseback transaction, provided that, in lieu of applying such amount to the acquisition retirement of pari passu Indebtedness, the Principal Property Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (includingb) Notwithstanding the restrictions set forth in Section 5.02(a) above, without limitationthe Company and its Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the restrictions set forth in Section 5.02(a) above, acquisition by merger or consolidationif after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions (not including Attributable Debt permitted under clauses (i) or the completion of construction and commencement of operation thereof, whichever is later; or through (v) in which of Section 5.02(a) above), together with all Indebtedness outstanding pursuant to Section 5.01(c) above, does not exceed 7.5% of the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse ObligationCompany’s Consolidated Total Assets.

Limitation on Sale and Leaseback Transactions. (a) The Company OI Group shall not, and nor shall not it permit any of its Consolidated Restricted Subsidiaries to, enter into any arrangement with any other Person pursuant to which OI Group or any of its Restricted Subsidiaries leases any Principal Property that has been or is to be sold or transferred by OI Group or the Restricted Subsidiary to such other Person (a “Sale and Leaseback Transaction”), except that a Sale and Leaseback Transaction with respect is permitted if OI Group or such Restricted Subsidiary would be entitled to any incur Indebtedness secured by a Lien on the Principal Property unless: (i) upon giving effect theretoto be leased, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant Notes, in an aggregate principal amount equal to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of Attributable Debt with respect to such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction following Sale and Leaseback Transactions are not subject to the limitation set forth in Section 2.14(a4.10(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation the provisions described in this Section 2.14 and in Section 2.13 with respect to any such transaction4.09 above: (i1) solely between temporary leases for a term, including renewals at the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiariesoption of the lessee, of not more than three years; (ii2) financed through an industrial revenue bond, industrial development bond, pollution control bond leases between only OI Group and a Restricted Subsidiary of OI Group or similar financing arrangement only between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agencyRestricted Subsidiaries of OI Group; (iii3) leases where the proceeds from the sale of the subject property are at least equal to the Fair Market Value (as determined in which good faith by OI Group) of the applicable lease is for a periodsubject property and OI Group or such Restricted Subsidiary (as applicable) applies an amount equal to the net proceeds of the sale to the retirement of long-term Indebtedness or the purchase, including renewal rightsconstruction, development, expansion or improvement of three years other property or less; (iv) as to which equipment used or useful in its business, within 270 days of the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent sale; provided that in lieu of applying such amount to the acquisition retirement of long-term Indebtedness, OI Group may deliver Notes to the Principal Property Trustee for cancellation; and (including4) leases of property executed by the time of, without limitationor within 360 days after the latest of, acquisition by merger or consolidation) or the acquisition, the completion of construction and construction, development, expansion or improvement, or the commencement of operation thereofcommercial operation, whichever is later; or (v) in which of the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationsubject property.

Limitation on Sale and Leaseback Transactions. (a) The So long as any Notes are outstanding, the Company shall not, and shall not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: (ia) upon giving effect thereto, the aggregate amount Sale and Leaseback Transaction involves a lease for a term of all Attributable Debt of not more than five years; (b) the Sale and Leaseback Transaction is between the Company and its Consolidated Subsidiaries with respect a Subsidiary Guarantor or between Subsidiary Guarantors; (c) the Company or a Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on such property or assets involved in such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Transaction without equally and ratably securing the Notes pursuant to Section 2.13 4.01; (d) the cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof or the debt attributable thereto and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback Transaction within 270 days of such sale to either (or a combination) of (x) the retirement (other than Liens the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of the types described long-term debt of the Company or the long-term debt of a Restricted Subsidiary (other than long-term debt that is subordinated to the Notes) or (y) the acquisition, purchase, improvement or development of other comparable property, including the acquisition of other businesses; or (e) the Attributable Debt of the Sale and Leaseback Transaction is in an amount which, together with, without duplication, (i) all of the Attributable Debt of the Company and its Restricted Subsidiaries under this clause (e), (ii) all other Indebtedness secured by a Lien that is not otherwise permitted by the provisions of clauses (a) through (m) pursuant to Section 4.01, and (iii) any Indebtedness incurred by a Subsidiary of the Company pursuant to clause (c) in Section 2.13(b)(i)-(xi)) would 4.03 does not at the time of such transaction exceed 155% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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 PropertyCompany. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company Parent shall not, and nor shall not it permit any of its Consolidated Restricted Subsidiaries to, enter into any arrangement with any other Person pursuant to which Parent or any of its Restricted Subsidiaries leases any Principal Property that has been or is to be sold or transferred by Parent or the Restricted Subsidiary to such other Person (a “Sale and Leaseback Transaction”), except that a Sale and Leaseback Transaction with respect is permitted if Parent or such Restricted Subsidiary would be entitled to any incur Indebtedness secured by a Lien on the Principal Property unless: (i) upon giving effect theretoto be leased, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant Notes, in an aggregate principal amount equal to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of Attributable Debt with respect to such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply to any In addition, the following Sale and Leaseback Transaction, Transactions are not subject to the limitation above and there shall be excluded from Attributable Debt in any computation the provisions described in this Section 2.14 and in Section 2.13 with respect to any such transaction4.11: (i) solely between temporary leases for a term, including renewals at the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiariesoption of the lessee, of not more than three years; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond leases between only Parent and a Restricted Subsidiary of Parent or similar financing arrangement only between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agencyRestricted Subsidiaries of Parent; (iii) leases where the proceeds from the sale of the subject property are at least equal to the fair market value (as determined in which good faith by Parent) of the applicable lease is subject property and Parent applies an amount equal to the net proceeds of the sale to the retirement of long-term Indebtedness or the purchase, construction, development, expansion or improvement of other property or equipment used or useful in its business, within 270 days of the effective date of such sale; provided that in lieu of applying such amount to the retirement of long-term Indebtedness, Parent may deliver Notes to the trustee for a period, including renewal rights, of three years or less;cancellation; and (iv) as to which leases of property executed by the effective date of any such arrangement time of, or within 360 days after the purchaser’s commitment therefor is within 180 days prior or subsequent to latest of, the acquisition of the Principal Property (includingacquisition, without limitation, acquisition by merger or consolidation) or the completion of construction and construction, development, expansion or improvement, or the commencement of operation thereofcommercial operation, whichever is later; or (v) in which of the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationsubject property.

Limitation on Sale and Leaseback Transactions. (a) The Unless otherwise indicated with respect to any series of Securities, the Company shall and Holdings each agree as to the Securities, that it will not, and shall it will not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Operating Property unless: (i1) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus Transaction is solely with the aggregate amount Company, Holdings or another Restricted Subsidiary; (2) the lease is for a period not in excess of Debt secured by Liens on any Principal Property twenty-four months, including renewals; (3) the Company, Holdings or on any shares such Restricted Subsidiary would (at the time of Capital Stock entering into such arrangement) be entitled as described in clauses (1) through (7) of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Section 1006, without equally and ratably securing the Notes pursuant Securities then outstanding under this Indenture, to Section 2.13 (other than Liens create, incur, issue, assume or guarantee Debt secured by a Mortgage on such Operating Property in the amount of the types described Attributable Debt arising from such Sale and Leaseback Transaction; (4) the Company, Holdings or such Restricted Subsidiary within 360 days after the sale of such Operating Property in Section 2.13(b)(i)-(xi)connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (A) would not exceed 15% the net proceeds of the Consolidated Total Assets sale of such Operating Property or (B) the fair market value of such Operating Property to (i) the retirement of Securities, other Funded Debt of the Company and or Holdings ranking on a parity with the Consolidated SubsidiariesSecurities or Funded Debt of a Restricted Subsidiary or (ii) the purchase of Operating Property; or (ii5) within 180 days the Attributable Debt of the Company, Holdings and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction involving a Principal Property, and all other Sale and Leaseback Transactions entered into after the Company or date of this Indenture (other than any such Consolidated Subsidiary applies an amount not less than the greater of: Sale and Leaseback Transactions as would be permitted as described in clauses (1) through (4) of this Section 1007), plus the Net Proceeds aggregate principal amount of the Sale and Leaseback Transaction; and Debt secured by Mortgages on Operating Properties then Outstanding (2) the fair market value of the Principal Property so leased at the time of not including any such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced secured by such amount); or (B) the purchase of other property that will constitute Principal Property. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation Mortgages described in this clauses (1) through (7) of Section 2.14 1006) which do not equally and in Section 2.13 with respect ratably secure such Outstanding Security (or secure such Outstanding Security on a basis that is prior to any such transaction: (i) solely between the Company and a other Debt secured thereby), would not exceed 10% of Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse ObligationNet Tangible Assets.

Limitation on Sale and Leaseback Transactions. (a) The So long as the Notes of a series are outstanding, the Company shall and NXP Funding will not, and shall will not permit any of its Consolidated Subsidiaries Significant Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: (ia) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries or such Significant Subsidiary would be entitled to incur Indebtedness secured by a Lien on the property to be leased in an amount equal to the Attributable Liens with respect to such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Transaction without equally and ratably securing the Notes of such series pursuant to Section 2.13 4.05 of this Indenture; (other than Liens b) the net proceeds of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% sale of the Consolidated Total Assets Principal Property to be leased are applied within 365 days of the effective date of the Sale and Leaseback Transaction to (i) the purchase, construction, development or acquisition of another Principal Property or (ii) the repayment of (x) any series of Notes, (y) Indebtedness of the Company and NXP Funding that ranks equally with, or is senior to, the Consolidated Notes or (z) any Indebtedness of one or more Significant Subsidiaries; orprovided, in each case, that in lieu of applying such amount to such retirement, the Issuers may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Issuers; (iic) within 180 days of such Sale and Leaseback Transaction involving was entered into prior to the Issue Date; (d) such Sale and Leaseback Transaction involves a Principal Property, lease for not more than three years (or which may be terminated by the Company or such Consolidated a Significant Subsidiary applies an amount within a period of not less more than the greater of:three years); or (1e) the Net Proceeds of the such Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 Transaction with respect to any such transaction: (i) solely Principal Property was between only the Company Parent and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger Parent or consolidation) or only between Subsidiaries of the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse ObligationParent.

Limitation on Sale and Leaseback Transactions. (a) The Company shall Borrower will not, and shall will not permit any of its Consolidated Subsidiaries toRestricted Subsidiaries, to enter into any Sale sale and Leaseback Transaction lease-back transaction with respect to any Principal Property unless: (i) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company whether now owned or such Consolidated Subsidiary applies an amount not less than the greater ofhereafter acquired, unless: (1) such transaction was entered into prior to the Net Proceeds of the Sale and Leaseback Transaction; andClosing Date; (2) such transaction was for the fair market value sale and leasing back to the Borrower or a Restricted Subsidiary by the Borrower or any Restricted Subsidiary of the Principal any Property; (3) such transaction involves a lease of Property so leased at executed by the time of such transaction; to either or within 18 months (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (including that in the case of a revolver any transaction supported by the credit of an export credit agency, 24 months) after the later of (i) the acquisition or similar arrangement that makes credit availablethe completion of any such development, operation, construction, alteration, repair or improvement of such commitment is so permanently reduced by such amount); property, assets or equipment or (Bii) the placing into commercial operation of such Property after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Borrower or the applicable Restricted Subsidiary within a period of not more than three years); (5) the Borrower or the applicable Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the property to be leased in an amount equal to Attributable Debt with respect to such sale and lease-back transaction pursuant to Section 6.1 and Section 6.2; or (6) the Borrower or the applicable Restricted Subsidiary applies an amount equal to the net proceeds from the sale of the Property to the purchase of other property that will constitute Principal Property. (b) The restriction set forth in Section 2.14(a) shall not apply Property or to any Sale and Leaseback Transactionthe retirement, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government repurchase or other governmental body repayment or quasi- governmental agency; (iii) in which prepayment of the applicable lease is for a period, including renewal rights, of three years Term Loans within 365 calendar days before or less; (iv) as to which after the effective date of any such arrangement sale and lease-back transaction; and (b) Notwithstanding the other provisions of Section 6.4(a), the Borrower and the applicable Restricted Subsidiary may enter into any sale and lease-back transaction with respect to any Property if the Borrower or the purchaser’s commitment therefor is within 180 days prior or subsequent applicable Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction property to be leased in an amount equal to Attributable Debt with respect to such sale and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, lease-back transaction pursuant to Section 6.1 and such obligation constitutes, a Nonrecourse ObligationSection 6.2.

Limitation on Sale and Leaseback Transactions. (a) The Company Issuer shall not, and shall not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any Sale sale and Leaseback Transaction leaseback transaction with respect to any Principal Property property or assets (whether now owned or hereafter acquired), unless: (i) upon giving effect theretothe sale or transfer of such property or assets to be leased is treated as an Asset Sale and the Issuer and the Restricted Subsidiaries comply with Section 4.11, including the aggregate amount provisions concerning the application of Net Cash Proceeds (treating all Attributable Debt of the Company consideration received in such sale and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus leaseback transaction as Net Cash Proceeds for the aggregate amount purposes of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi4.11)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or; (ii) within 180 days the Issuer or such Restricted Subsidiary, as applicable, would be permitted to incur Debt under Section 4.06 in the amount of the Attributable Debt incurred in respect of such Sale sale and Leaseback Transaction involving a Principal Property, leaseback transaction; (iii) the Company Issuer or such Consolidated Subsidiary applies an Restricted Subsidiary, as applicable, would be permitted to xxxxx x Xxxx to secure Debt under Section 4.10 in the amount not less than the greater of: (1) the Net Proceeds of the Sale Attributable Debt in respect of such sale and Leaseback Transactionleaseback transaction; and (2iv) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (including that in the case of any sale and leaseback transaction having a revolver or similar arrangement Fair Market Value greater than €10.0 million, the gross cash proceeds of that makes credit availablesale and leaseback transaction are at least equal to the Fair Market Value, such commitment is so permanently reduced as determined in good faith by such amount); or (B) the purchase Issuer’s board of other directors and set out in an Officer’s Certificate delivered to the Trustee, of the property that will constitute Principal Propertyis the subject of such sale and leaseback transaction. (b) The restriction set forth Notwithstanding the foregoing, nothing shall prevent the Issuer or any Restricted Subsidiary from engaging in Section 2.14(a) shall not apply to any Sale a sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) leaseback transaction solely between the Company Issuer and a Consolidated any Restricted Subsidiary or solely between Consolidated or among Restricted Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall not nor will it permit any of its Consolidated wholly owned U.S. Subsidiaries to, enter into any Sale sale and Leaseback Transaction with respect to leaseback transaction for the sale and leasing back of any Principal Property Property, whether now owned or hereafter acquired, unless: (i1) upon giving effect thereto, such transaction was entered into prior to the aggregate amount date of all Attributable Debt issuance of the Initial Notes; (2) such transaction was for the sale and leasing back to the Company and or any of its Consolidated wholly owned U.S. Subsidiaries of any Property by one of its Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years); (4) the Company would be entitled to incur Indebtedness secured by a Lien with respect to Sale such sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred leaseback transaction without equally and ratably securing the Notes pursuant to Section 2.13 5.01(b); (other than Liens 5) such transaction was for the sale and leasing back to the Company or any of its Subsidiaries of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated SubsidiariesSunnyvale Campus; or (ii6) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than equal to the greater of: (1) net proceeds from the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time sale of such transaction; Property to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth Property or assets used or useful in Section 2.14(a) shall not apply its business or to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary retirement of long-term Indebtedness within 12 months before or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which after the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent sale and leaseback transaction, provided that, in lieu of applying such amount to the acquisition retirement of long-term Indebtedness, the Company may deliver debt securities (which may include the Notes) to the applicable Trustee for cancellation, such debt securities to be credited at the cost thereof to it. (b) Notwithstanding the restrictions set forth in Section 5.02(a), the Company and its wholly owned U.S. Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions (not including Attributable Debt permitted under clauses (1) through (6) of Section 5.02(a)), together with all Indebtedness outstanding pursuant to Section 5.01(c), does not exceed 15% of Consolidated Total Assets calculated as of the Principal Property (including, without limitation, acquisition by merger or consolidation) or closing date of the completion of construction sale and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationleaseback transaction.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall not nor will it permit any of its Consolidated wholly owned U.S. Subsidiaries to, enter into any Sale sale and Leaseback Transaction with respect to leaseback transaction for the sale and leasing back of any Principal Property Property, whether now owned or hereafter acquired, unless: (i1) upon giving effect thereto, such transaction was entered into prior to the aggregate amount date of all Attributable Debt issuance of the Initial Notes; (2) such transaction was for the sale and leasing back to the Company and or any of its Consolidated wholly owned U.S. Subsidiaries of any Property by one of its Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years); (4) the Company would be entitled to incur Indebtedness secured by a Lien with respect to Sale such sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred leaseback transaction without equally and ratably securing the Notes pursuant to Section 2.13 5.01(b) hereof; (other than Liens 5) such transaction was for the sale and leasing back to the Company or any of its Subsidiaries of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated SubsidiariesSunnyvale Campus; or (ii6) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than equal to the greater of: (1) net proceeds from the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time sale of such transaction; Property to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth Property or assets used or useful in Section 2.14(a) shall not apply its business or to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary retirement of long-term Indebtedness within 12 months before or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which after the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent sale and leaseback transaction, provided that, in lieu of applying such amount to the acquisition retirement of long-term Indebtedness, the Company may deliver debt securities (which may include the Notes) to the applicable trustee for cancellation, such debt securities to be credited at the cost thereof to it. (b) Notwithstanding the restrictions set forth in Section 5.02(a) hereof, the Company and its wholly owned U.S. Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions (not including Attributable Debt permitted under clauses (1) through (6) of Section 5.02(a) hereof), together with all Indebtedness outstanding pursuant to Section 5.01(c) hereof, does not exceed 15% of Consolidated Total Assets calculated as of the Principal Property (including, without limitation, acquisition by merger or consolidation) or closing date of the completion of construction sale and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationleaseback transaction.

Limitation on Sale and Leaseback Transactions. (a) The Company shall Borrower will not, and shall will not permit any of its Consolidated Subsidiaries toRestricted Subsidiaries, to enter into any Sale sale and Leaseback Transaction lease-back transaction with respect to any Principal Property unless: (i) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company whether now owned or such Consolidated Subsidiary applies an amount not less than the greater ofhereafter acquired, unless: (1) such transaction was entered into prior to the Net Proceeds of the Sale and Leaseback Transaction; andClosing Date; (2) such transaction was for the fair market value sale and leasing back to the Borrower or a Restricted Subsidiary by the Borrower or any Restricted Subsidiary of the Principal any Property; (3) such transaction involves a lease of Property so leased at executed by the time of such transaction; to either or within 18 months (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (including that in the case of a revolver any transaction supported by the credit of an export credit agency, 24 months) after the later of (i) the acquisition or similar arrangement that makes credit availablethe completion of any such development, operation, construction, alteration, repair or improvement of such commitment is so permanently reduced by such amount); property, assets or equipment or (Bii) the placing into commercial operation of such Property after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Borrower or the applicable Restricted Subsidiary within a period of not more than three years); (5) the Borrower or the applicable Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the property to be leased in an amount equal to Attributable Debt with respect to such sale and lease-back transaction pursuant to Section 6.1 and Section 6.2; or (6) the Borrower or the applicable Restricted Subsidiary applies an amount equal to the net proceeds from the sale of the Property to the purchase of other property that will constitute Principal Property. (b) The restriction set forth in Section 2.14(a) shall not apply Property or to any Sale and Leaseback Transactionthe retirement, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government repurchase or other governmental body repayment or quasi- governmental agency; (iii) in which prepayment of the applicable lease is for a period, including renewal rights, of three years Loans within 365 calendar days before or less; (iv) as to which after the effective date of any such arrangement sale and lease-back transaction; and (b) Notwithstanding the other provisions of Section 6.4(a), the Borrower and the applicable Restricted Subsidiary may enter into any sale and lease-back transaction with respect to any Property if the Borrower or the purchaser’s commitment therefor is within 180 days prior or subsequent applicable Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction property to be leased in an amount equal to Attributable Debt with respect to such sale and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, lease-back transaction pursuant to Section 6.1 and such obligation constitutes, a Nonrecourse ObligationSection 6.2.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Subsidiary to sell, lease, transfer or otherwise dispose of (collectively, a "TRANSFER") any asset on terms whereby the asset or a substantially similar asset is or may be leased or reacquired by the Company or any Subsidiary over a period in excess of three years, unless (a) The the lease is between the Company shall notand a Wholly-Owned Subsidiary or between Wholly-Owned Subsidiaries; (b) the Company or a Subsidiary could create a Lien under clause (b) of Section 10.2 on such property to secure Indebtedness in an amount at least equal to the Attributable Debt in respect of such transaction; (c) after giving effect to such transaction and the incurrence of Attributable Debt in respect thereof, and shall not permit any the sum (without duplication) of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: (i) upon giving effect thereto, the aggregate unpaid principal amount of all Indebtedness (including Capitalized Lease Obligations) of the Company secured by such Liens permitted by Section 10.2(e) plus (ii) the aggregate unpaid principal amount of Indebtedness of Subsidiaries (other than Indebtedness permitted by clause (iii) of Section 10.1(b)) plus (iii) the aggregate Attributable Debt in connection with all sale and leaseback transactions of the Company and its Subsidiaries entered into after the date of the Closing in accordance with the provisions of this clause (c), does not exceed 15% of Consolidated Subsidiaries with respect Assets; or (d) the net proceeds realized from the transfer are applied within 180 days after the receipt thereof (i) to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount repayment of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary unsubordinated Indebtedness (other than any that owing by the Company or a Subsidiary that is principally engaged in leasing to another Subsidiary or receivables financing transactions or that holds the Company, as all or substantially all the case may be) (which may but need not include prepayment of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 8.2) or (other than Liens ii) to the purchase of non-current assets for use in the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets business of the Company and the Consolidated its Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Significant Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: (i) upon giving effect theretothe Sale and Leaseback Transaction is solely with the Company or any of its Restricted Subsidiaries; (ii) the lease is for a period not in excess of 24 months, including renewals; (iii) the aggregate Company or such Significant Subsidiary would (at the time of entering into such arrangement) be entitled under clauses (i) through (viii) of Section 4.03, without equally and ratably securing the Notes then outstanding under this Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Mortgage on such property or assets in the amount of all the Attributable Debt arising from such Sale and Leaseback Transaction; (iv) the Company or such Significant Subsidiary within 360 days after the sale of property or assets 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 such property or assets or (B) the fair market value of such property or assets to (i) the retirement of the Notes, other Funded Debt of the Company ranking on a parity with the Notes or Funded Debt of a Restricted Subsidiary or (ii) the purchase of property or assets; or (v) the Attributable Debt of the Company and its Consolidated Subsidiaries with Significant Subsidiary in respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the and all other Sale and Leaseback Transaction; and Transactions entered into after the Closing Date (2) the fair market value of the Principal Property so leased at the time of other than any such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall Transaction as would be excluded from Attributable Debt in any computation permitted as described in this Section 2.14 and in Section 2.13 with respect to any such transaction: clauses (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which of this Section 4.09), plus the effective date aggregate principal amount of Indebtedness secured by Mortgages then outstanding (not including any such arrangement Indebtedness secured by Mortgages described in clauses (i) through (viii) of Section 4.03) which do not equally and ratably secure the Notes (or the purchaser’s commitment therefor secure Notes on a basis that is within 180 days prior or subsequent to the acquisition other Indebtedness secured thereby), would not exceed 10% of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse ObligationConsolidated Tangible Assets.

Limitation on Sale and Leaseback Transactions. (a) The Company shall not, and shall not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: (1) the Company or such Subsidiary would otherwise be entitled to Incur Debt secured by a Lien on such Property without equally and ratably securing the Notes; or (2) the Company applies, within 180 days after the effective date of the Sale and Leaseback Transaction, an amount equal to the net proceeds received by the Company or any Subsidiary in connection with such sale to: (i) upon the acquisition of Property owned by the Company or such Subsidiary; (ii) the retirement of the Notes; or (iii) the repayment of Debt other than subordinated Debt; or (3) after giving effect thereto, the aggregate amount of all secured Debt Incurred after the Issue Date (not including secured Debt permitted under Section 5.1(a)) and the aggregate Attributable Debt of the Company and its Consolidated Subsidiaries with respect to the Sale and Leaseback Transactions involving Principal Properties plus entered into after the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary Issue Date (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiariesthose permitted under the specific exceptions listed above) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would does not exceed 15% of the Consolidated Total Assets Net Tangible Assets, as determined based on the consolidated balance sheet of the Company and as of the Consolidated Subsidiaries; or (ii) within 180 days end of the most recent fiscal quarter ending prior to the date of any such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (including that in the case of a revolver or similar arrangement that makes credit for which financial information is available, such commitment is so permanently reduced by such amount); or (B) the purchase of other property that will constitute Principal Property. (b) The restriction set forth in Section 2.14(a) shall foregoing restrictions will not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transactionTransactions: (i1) solely providing for a lease for a term, including any renewals, of not more than three years, by the end of which term it is intended that the use of such Property by the lessee will be discontinued; (2) between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii3) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company and a Subsidiary and a joint venture in which the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is laterhas an interest; or (v4) in which primarily for the lease payment is created in connection with a project financed withpurpose of financing the acquisition, and such obligation constitutes, a Nonrecourse Obligationdevelopment or construction of restaurants by the Company’s franchisees.

Limitation on Sale and Leaseback Transactions. (a) The Company Issuer shall not, and shall not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any arrangement with any Person providing for the sale by the Issuer or any Restricted Subsidiary of any property more than 180 days following the Issuer’s or such Restricted Subsidiary’s acquisition of such property, with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction with respect Transaction”) unless the terms of such sale or transfer have been determined by the Issuer’s Board of Directors to any Principal Property unlessbe fair and arm’s-length and either: (i) upon giving effect theretowithin 12 months after the receipt of the proceeds of the sale or transfer, the aggregate Issuer or any of its Subsidiaries applies an amount of all Attributable Debt equal to the net proceeds of the Company and its Consolidated Subsidiaries with respect sale or transfer to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount prepayment or retirement of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary indebtedness (other than any Subsidiary indebtedness that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing subordinated to the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xiNotes)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company Issuer or such Consolidated Restricted Subsidiary applies would be entitled, at the effective date of the sale or transfer, to incur indebtedness secured by a Lien on such property (and such Attributable Debt shall be deemed to be secured by a Lien on such property) in an amount not less than at least equal to the greater of: (1) the Net Proceeds Attributable Debt in respect of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; Transaction pursuant to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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 PropertySection 4.04. (b) The restriction set forth in Clause (a) of this Section 2.14(a) shall 4.05 will not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: Transaction (i) solely between the Company and for a Consolidated Subsidiary term of not more than three years including renewals; or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company Issuer and a Subsidiary or between Subsidiaries, provided that the lessor is the Issuer or a Consolidated wholly owned Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse ObligationIssuer.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries Material Subsidiary to, enter into any Sale and Leaseback Transaction with respect to covering any Principal Property unlessowned by the Company or such Material Subsidiary. However, a Sale and Leaseback Transaction will not be prohibited if: (ia) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to or such Material Subsidiary, at the time of entering into such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Transaction, would be entitled to incur Debt secured by Liens a Lien on any the Principal Property or on any shares to be leased in an amount at least equal to the Attributable Debt in respect of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Sale and Leaseback Transaction, without equally and ratably securing the Notes Notes, pursuant to Section 2.13 clause (other than Liens 15) of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% definition of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or“Permitted Liens”; (iib) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1i) the Net Proceeds proceeds of the Sale and Leaseback Transaction; and (2) Transaction are at least equal to the fair market value of the Principal Property so leased at pursuant to such transaction (as determined by the time Board of such transaction; Directors of the Company in good faith) and (ii) an amount equal to the greater of (x) the net proceeds of the sale or transfer and (y) the Attributable Debt of the Principal Property sold (as determined by the Company) is applied within 180 days of the Sale and Leaseback Transaction to either (A1) the purchase or acquisition of, or, in the case of real property, the commencement of construction on or improvement of, property or assets, or (2) the voluntary retirement or prepayment, and in either case, the permanent reduction, repayment (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Funded Debt of the Company (other than indebtedness subordinated to the Notes) or any Consolidated Subsidiary a Material Subsidiary, for money borrowed, maturing more than 12 months after the voluntary retirement; (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 (Bc) the purchase lease is for a period not exceeding three years and by the end of other property which it is intended that the use of such Principal Property by the lessee will constitute Principal Property.be discontinued; or (bd) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely the lease is between the Company and a Consolidated Material Subsidiary or solely between Consolidated Material Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall not, and shall not permit any of its Consolidated Restricted Subsidiaries to, enter into any Sale sale and Leaseback Transaction with respect to leaseback transaction for the sale and leasing back of any Principal Property Property, whether now owned or hereafter acquired, unless: (i1) upon giving effect thereto, such transaction was entered into prior to the aggregate amount date of all Attributable Debt issuance of the Initial Notes; (2) such transaction was for the sale and leasing back to the Company and or any of its Consolidated wholly owned Subsidiaries of any Principal Property by the Company or a Restricted Subsidiary; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years); (4) the Company would be entitled to incur Indebtedness secured by a Lien with respect to Sale such sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred leaseback transaction without equally and ratably securing the Notes pursuant to Section 2.13 5.01(b) above; or (5) the Company or any Restricted Subsidiary applies an amount equal to the net proceeds from the sale of such Principal Property to the purchase of other than Liens Property or assets used or useful in the Company’s or such Restricted Subsidiary’s business or to the retirement of Indebtedness that is pari passu with the types described Notes (including the Notes) within 365 days before or after the effective date of any such sale and leaseback transaction, provided that, in lieu of applying such amount to the retirement of pari passu Indebtedness, the Company may deliver Notes with an aggregate outstanding amount equal to such net proceeds to the Trustee for cancellation as provided in Section 2.13(b)(i)-(xi3.04 of above. (b) Notwithstanding the restrictions set forth in Section 5.02(a) above, the Company and its Restricted Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the restrictions set forth in Section 5.02(a) above, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions (not including Attributable Debt permitted under clauses (1) through (5) of Section 5.02(a) above), together with all Indebtedness outstanding pursuant to Section 5.01(c) would above, does not exceed 15% of the Company’s Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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 PropertyTangible Assets. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property property unless: (1) the Sale and Leaseback Transaction is solely with the Company or a Guarantor; (2) the lease is for a period not in excess of 36 months, including renewals; (3) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) through (27) of the definition of “Permitted Liens”, without equally and ratably securing the Notes then outstanding under the Indenture, to create, Incur, issue, assume or Guarantee Debt secured by a Lien on such property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (4) the Company or such Subsidiary within 360 days after the sale of such property in connection with which such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (a) the net proceeds of the sale of such property or (b) the fair market value of such property to (i) upon giving effect theretothe permanent retirement of the Notes, other Debt of the aggregate amount Company ranking on a parity in right of all payment with the Notes or Debt of a non-Guarantor Subsidiary or (ii) the purchase of property; or (5) the Attributable Debt of the Company and its Consolidated Subsidiaries with in respect to of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions involving Principal Properties entered into after the Issue Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (1) through (4) of this Section 4.05), plus the aggregate principal amount of Debt secured by Liens on properties then outstanding (not including any Principal Property or on any shares such Debt secured by Liens described in clauses (1) through (26) of Capital Stock the definition of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries“Permitted Liens”) incurred without which do not equally and ratably securing secure the outstanding Notes pursuant (or secure the outstanding Notes on a basis that is prior to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xiDebt secured thereby)) , would not exceed the greater of $650.0 million and 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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 PropertyTangible Assets. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall Borrower will not, and shall will not permit any of its Consolidated Subsidiaries toRestricted Subsidiaries, to enter into any Sale sale and Leaseback Transaction lease-back transaction with respect to any Principal Property or Collateral, whether now owned or hereafter acquired, unless: (i) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) such transaction was entered into prior to the Net Proceeds of the Sale and Leaseback Transaction; andClosing Date; (2) such transaction was for the fair market value sale and leasing back to the Borrower or a Restricted Subsidiary by the Borrower or any Restricted Subsidiary of any Principal Property or Collateral; (3) such transaction involves a lease of Principal Property or Collateral executed by the time of or within 18 months (or in the case of any transaction supported by the credit of an export credit agency, 24 months) after the later of (i) the acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment or (ii) the placing into commercial operation of such Principal Property or Collateral after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Borrower or the applicable Restricted Subsidiary within a period of not more than three years); (5) the Borrower or the applicable Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the property to be leased in an amount equal to Attributable Debt with respect to such sale and lease-back transaction pursuant to Section 6.1(a); or (6) the Borrower or the applicable Restricted Subsidiary applies an amount equal to the net proceeds from the sale of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply Property or to any Sale and Leaseback Transactionthe retirement, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government repurchase or other governmental body repayment or quasi- governmental agency; (iii) in which prepayment of the applicable lease is for a period, including renewal rights, of three years Loans or less; (iv) as to which other Pari Passu Lien Indebtedness within 365 calendar days before or after the effective date of any such arrangement sale and lease-back transaction; and (b) Notwithstanding the other provisions of Section 6.4(a), the Borrower and the applicable Restricted Subsidiary may enter into any sale and lease-back transaction with respect to any Principal Property or Collateral if the Borrower or the purchaser’s commitment therefor is within 180 days prior or subsequent applicable Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction property to be leased in an amount equal to Attributable Debt with respect to such sale and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationlease-back transaction pursuant to Section 6.1(c).

Limitation on Sale and Leaseback Transactions. (a) The Company Guarantor shall not, and shall not permit any of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to involving any Principal Property unlessunless either of the following conditions is met: (i1) upon after giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) 2.9 would not exceed 1510% of the Consolidated Total Net Tangible Assets of the Company Guarantor and the Consolidated Subsidiaries; or (ii2) within 180 days of such Sale and Leaseback Transaction involving a Principal PropertyTransaction, the Company Guarantor or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company Guarantor or any Consolidated Subsidiary (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.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 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 Section 2.14(aparagraph (a) above shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and 2.10 or in Section 2.13 2.9(a) with respect to any such transaction: (i1) solely between the Company Guarantor and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii2) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company Guarantor or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- quasi-governmental agency;; or (iii3) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unlessother than: (i) upon giving effect thereto, any Sale and Leaseback Transaction so long as the aggregate amount of all Company or such Restricted Subsidiary would be entitled to create a Lien on such Principal Property securing the Attributable Debt of the Company and its Consolidated Subsidiaries with respect to such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Transaction without equally and ratably securing the Senior Notes pursuant to Section 2.13 (other than Liens 10.6 of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated SubsidiariesIndenture; orand (ii) any Sale and Leaseback Transaction of which the net proceeds received by the Company or any Restricted Subsidiary are at least equal to the fair market value (as determined by the Board of Directors) of such Principal Property and are applied by the Company or such Restricted Subsidiary, as applicable, within 180 270 days after the sale of such Principal Property in connection with which such Sale and Leaseback Transaction involving is completed, to either (or in combination of) (i) the prepayment, repayment, redemption or purchase of the Senior Notes, indebtedness of the Company that is pari passu in right of payment to the Senior Notes or indebtedness of a Principal Property, Restricted Subsidiary (other than indebtedness owed to the Company or such Consolidated Subsidiary applies an amount not less than the greater of: its Affiliates) or (1ii) the Net Proceeds purchase, construction, development, expansion or improvement of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The This restriction set forth in Section 2.14(a) shall will not apply to any Sale and Leaseback Transaction, and there shall will be excluded from Attributable Debt in any computation described in this Section 2.14 and in 10.7 or Section 2.13 10.6 of the Indenture with respect to any such transaction: , (ix) any such transaction solely between the Company and a Consolidated Restricted Subsidiary or solely between Consolidated Restricted Subsidiaries; , (iiy) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between any such transaction involving a lease with a term of up to (including renewal rights exercisable at the option of the Company or a Consolidated Subsidiary and any federalRestricted Subsidiary, state or municipal government or other governmental body or quasi- governmental agency; (iiias applicable) in which the applicable lease is for a period, including renewal rights, of three years or less; (ivz) as to which any lease of Principal Property entered into within 120 days after the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition later of the Principal Property (includingacquisition, without limitation, acquisition by merger or consolidation) or the completion of construction and or commencement of full operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and of such obligation constitutes, a Nonrecourse ObligationPrincipal Property.

Limitation on Sale and Leaseback Transactions. (a) The Company shall agrees that it will not, and shall will not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Company or any Restricted Subsidiary of any Operating Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction with respect Transaction”), unless the terms of such sale or transfer have been determined by the Board of Directors to any Principal Property unlessbe fair and arm’s-length and either: (i) upon giving effect theretowithin 180 days after the receipt of the proceeds of the sale or transfer, the aggregate Company or any Restricted Subsidiary applies an amount of all Attributable Debt equal to the greater of the Company and its Consolidated Subsidiaries with respect net proceeds of the sale or transfer or the fair value of such Operating Property at the time of such sale or transfer to Sale and Leaseback Transactions involving Principal Properties plus either (or a combination of) (i) the aggregate amount of Debt secured by Liens on any Principal Property prepayment or on any shares of Capital Stock of any Consolidated Subsidiary retirement (other than any mandatory prepayment or retirement of unsecured Debt) of Senior Funded Debt or (ii) the purchase, construction or development of other comparable property; or (ii) the Company or such Restricted Subsidiary that is principally engaged would be entitled, at the effective date of the sale or transfer, to incur Debt secured by a Mortgage on such Operating Property, in leasing or receivables financing transactions or that holds as all or substantially all an amount at least equal to the Attributable Debt in respect of its assets equity interests in one or more such Subsidiaries) incurred the Sale and Leaseback Transaction, without equally and ratably securing the Notes Securities pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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 Property10.5. (b) The foregoing restriction set forth in Section 2.14(aparagraph (a) shall above will not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: Transaction (i) solely for a term of not more than three years including renewals or (ii) between the Company and a Consolidated Restricted Subsidiary or solely between Consolidated Restricted Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between provided that the lessor shall be the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationwholly owned Restricted Subsidiary.

Limitation on Sale and Leaseback Transactions. (a) The Company shall Borrower will not, and shall will not permit any of its Consolidated Subsidiaries toDomestic Restricted Subsidiaries, to enter into any Sale sale and Leaseback Transaction lease-back transaction with respect to any Principal Property or Collateral, whether now owned or hereafter acquired, unless: (i) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) such transaction was entered into prior to the Net Proceeds of the Sale and Leaseback Transaction; andClosing Date; (2) such transaction was for the fair market value sale and leasing back to the Borrower or a Domestic Restricted Subsidiary by the Borrower or any Subsidiary of any Principal Property or Collateral; (3) such transaction involves a lease of Principal Property or Collateral executed by the time of or within 18 months (or in the case of any transaction supported by the credit of an export credit agency, 24 months) after the later of (i) the acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment or (ii) the placing into commercial operation of such Principal Property or Collateral after the acquisition or completion of any such development, operation, construction, alteration, repair or improvement; (4) such transaction involves a lease for not more than three years (or which may be terminated by the Borrower or the applicable Domestic Restricted Subsidiary within a period of not more than three years); (5) the Borrower or the applicable Domestic Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the property to be leased in an amount equal to Attributable Debt with respect to such sale and lease-back transaction pursuant to Section 6.2(a); or (6) the Borrower or the applicable Domestic Restricted Subsidiary applies an amount equal to the net proceeds from the sale of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply Property or to any Sale and Leaseback Transactionthe retirement, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government repurchase or other governmental body repayment or quasi- governmental agency; (iii) in which prepayment of the applicable lease is for a period, including renewal rights, of three years Loans or less; (iv) as to which other Pari Passu Lien Indebtedness within 365 calendar days before or after the effective date of any such arrangement or sale and lease-back transaction. (b) Notwithstanding Section 6.4(a), the purchaser’s commitment therefor is within 180 days prior or subsequent Borrower and its Domestic Restricted Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the acquisition foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the greatest of (1) $2.50 billion, (2) 15% of Consolidated Net Tangible Assets of the Principal Property Borrower and (including, without limitation, acquisition by merger or consolidation3) or 1.75 times Consolidated EBITDA of the completion Borrower for the Measurement Period immediately preceding the closing date of construction the sale and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationlease-back transaction.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: (i) upon giving effect theretothe Sale and Leaseback Transaction is solely with the Company or any of its Subsidiaries; (ii) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (i) through (vi) of the second paragraph of Section 4.03, without securing the aggregate Notes then outstanding under this Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property or assets in the amount of all the Attributable Debt arising from such Sale and Leaseback Transaction; (iii) the Company or such Subsidiary within 180 days after the sale of property or assets 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 such property or assets or (B) the Fair Market Value of such property or assets to (i) the permanent retirement of Notes, other Indebtedness of the Company ranking on a parity with the Notes or Indebtedness of a Subsidiary or (ii) the acquisition of different property, facilities or equipment or the expansion of the Company’s existing business, including the acquisition of other businesses or capital expenditures; or (iv) the Attributable Debt of the Company and its Consolidated Subsidiaries with Subsidiary in respect to of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions involving Principal Properties plus entered into after the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary Closing Date (other than any Subsidiary that is principally engaged such Sale and Leaseback Transaction as would be permitted as described in leasing or receivables financing transactions or that holds as all or substantially all clauses (i) through (iii) of its assets equity interests this Section 4.04), plus the aggregate principal amount of Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by Liens described in one or more such Subsidiariesclauses (i) incurred without through (vi) of the second paragraph of Section 4.03) which do not equally and ratably securing secure the Notes pursuant (or secure Notes on a basis that is prior to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xiIndebtedness secured thereby)) , would not exceed 15% of Consolidated Tangible Assets. For purposes of determining the Consolidated Total Assets applicable category of permitted Sale and Leaseback Transactions in the foregoing clauses, the Company in its sole discretion may classify such Sale and Leaseback Transaction on the Consolidated Subsidiaries; or (ii) within 180 days date of its incurrence and later reclassify all or a portion of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in manner that complies with this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation4.04.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall not nor will it permit any of its Consolidated Subsidiaries to, to enter into any Sale sale and Leaseback Transaction with respect to leaseback transaction involving any Principal Property unless: (i) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, unless within 270 days, the Company applies (1) to the purchase, construction, development, expansion or such Consolidated Subsidiary applies improvement of other property or equipment used or useful in the Company’s business or (2) to the retirement of the Company’s Funded Debt an amount not less than the greater of: (1) the Net Proceeds net proceeds of the Sale sale of the Principal Property sold and Leaseback Transactionleased back pursuant to the arrangement; and (2) the fair market value amount of Attributable Debt associated with the Principal Property so sold and leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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 Propertyback. (b) The restriction set forth amount applied to the retirement of Funded Debt shall be reduced by (1) the principal amount of any debt securities delivered within 120 days after the sale and leaseback transaction to the Trustee for retirement and cancellation, and (2) the principal amount of Funded Debt, other than debt securities, voluntarily retired by the Company within 120 days after the sale and leaseback transaction. Notwithstanding the foregoing, no retirement of Funded Debt may be effected by payment at maturity or pursuant to any mandatory prepayment provision. (c) The limitations contained in Section 2.14(a4.2(a) shall not apply to any Sale the following: (1) a sale and Leaseback Transactionleaseback transaction if the Company or a Subsidiary would be entitled to incur Debt secured by a lien on the Principal Property to be leased, without equally and there shall be excluded from ratably securing the Notes, in an aggregate principal amount equal to the Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such sale and leaseback transaction:; (i2) solely leases for a term of not more than three years; (3) a sale and leaseback transaction between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v4) in which if, at the lease payment is created in connection with a project financed withtime of the sale and leaseback transaction, after giving effect to the transaction the total Attributable Debt of all sale and such obligation constitutesleaseback transactions entered into pursuant to Section 4.2(c)(1), a Nonrecourse Obligationplus all outstanding secured debt (excluding Debt secured by Permitted Liens) does not exceed 15% of the Company’s Consolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. (a) The Company shall Issuer will --------------------------------------------- not, and shall will not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with unless (a) the Sale and Leaseback Transaction is accounted for as a capital lease on the financial statements of the Issuer or Restricted Subsidiary engaging in the Sale and Leaseback Transaction and the Attributable Debt in respect to any Principal Property unless: of such transaction plus the sum (without duplication) of (i) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with Issuer or any Restricted Subsidiary then outstanding in respect to of other Sale and Leaseback Transactions involving Principal Properties plus Transactions, (ii) the aggregate amount of Secured Debt secured by Liens on of the Issuer or any Principal Property or on any shares of Capital Stock of any Consolidated Restricted Subsidiary then outstanding (other than Secured Debt permitted under clause (a) or (b) of Section 6.1) and (iii) the aggregate amount of Funded Debt and Short- Term Debt of any Restricted Subsidiary that is principally engaged in leasing then outstanding (not including Secured Debt permitted under clause (a) or receivables financing transactions or that holds as all or substantially all (b) of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (6.1 other than Liens Existing Secured Debt described on Part II(a) of Schedule 7.17) does not exceed twenty percent (20%) of Consolidated Net Tangible Assets at such time or (b) if the Sale and Leaseback Transaction is not accounted for as a capital lease on the financial statements of the types described Issuer or Restricted Subsidiary engaging in Section 2.13(b)(i)-(xi)the Sale and Leaseback Transaction, then (i) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of Asset Disposition included in such Sale and Leaseback Transaction involving a Principal Propertyis permitted under Section 6.6, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1ii) the Net Proceeds of proceeds received by the Issuer or Restricted Subsidiary in connection with the Asset Disposition included in such Sale and Leaseback Transaction; and (2) Transaction are at least equal to the fair market value of the Principal Property so leased such property, and (iii) at the time of or immediately after the consummation of such transaction; to either (A) the retirement or prepaymentAsset Disposition, and in either caseafter giving effect thereto, the permanent reduction, no Default or Event of Funded Debt of the Company or any Consolidated Subsidiary (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 PropertyDefault would exist. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries Material Subsidiary to, enter into any Sale and Leaseback Transaction with respect to covering any Principal Property unlessowned by the Company or such Material Subsidiary. However, a Sale and Leaseback Transaction will not be prohibited if: (ia) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to or such Material Subsidiary, at the time of entering into such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Transaction, would be entitled to incur Debt secured by Liens a Lien on any the Principal Property or on any shares to be leased in an amount at least equal to the Attributable Debt in respect of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Sale and Leaseback Transaction, without equally and ratably securing the Notes Notes, pursuant to Section 2.13 clause (other than Liens 18) of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% definition of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or“Permitted Liens”; (iib) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1i) the Net Proceeds proceeds of the Sale and Leaseback Transaction; and (2) Transaction are at least equal to the fair market value of the Principal Property so leased at pursuant to such transaction (as determined by the time Board of such transaction; Directors of the Company in good faith) and (ii) an amount equal to the greater of (x) the net proceeds of the sale or transfer and (y) the Attributable Debt of the Principal Property sold (as determined by the Company) is applied within 180 days of the Sale and Leaseback Transaction to either (A1) the purchase or acquisition of, or, in the case of real property, the commencement of construction on or improvement of, property or assets, or (2) the voluntary retirement or prepayment, and in either case, the permanent reduction, repayment (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Funded Debt of the Company (other than indebtedness subordinated to the Notes) or any Consolidated Subsidiary a Material Subsidiary, for money borrowed, maturing more than 12 months after the voluntary retirement; (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 (Bc) the purchase lease is for a period not exceeding three years and by the end of other property which it is intended that the use of such Principal Property by the lessee will constitute Principal Property.be discontinued; or (bd) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely the lease is between the Company and a Consolidated Material Subsidiary or solely between Consolidated Material Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) With respect to each series of notes, The Company shall not, and Issuer shall not permit any of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Lease-Back Transaction with respect to any Principal Property Property, other than any such Sale and Lease-Back Transaction involving a lease for a term of not more than three years or any such Sale and Lease-Back Transaction between the Issuer and one of its Subsidiaries or between its Subsidiaries, unless: (ia) upon giving effect theretothe Issuer or such Subsidiary, as applicable, could have incurred Indebtedness secured by a Lien on the aggregate Principal Property involved in such Sale and Lease-Back Transaction in an amount of all at least equal to the Attributable Debt of the Company and its Consolidated Subsidiaries with respect to such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Lease-Back Transaction, without equally and ratably securing the Notes Securities, pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries3.06 hereto; or (iib) within 180 days the proceeds of such Sale and Leaseback Lease-Back Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) are at least equal to the fair market value of the affected Principal Property so leased at (as determined in good faith by the time Board of Directors of the Issuer) and the Issuer applies an amount equal to the net proceeds of such transaction; to either (A) the retirement or prepayment, Sale and in either case, the permanent reduction, Lease-Back Transaction within 365 days of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply Sale and Lease-Back Transaction to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction:of (or a combination of): (i) solely between the Company and a Consolidated Subsidiary prepayment or solely between Consolidated Subsidiariesretirement of the Securities; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond the prepayment or similar financing arrangement between retirement (other than any mandatory retirement or mandatory prepayment or by payment at maturity) of other Indebtedness of the Company Issuer or a Consolidated Subsidiary and any federal, state of one of its Subsidiaries (other than Indebtedness that is subordinated to the Securities or municipal government Indebtedness owed to the Issuer or other governmental body or quasi- governmental agency;one of its Subsidiaries) that matures more than 12 months after its creation; or (iii) in which the applicable lease is for a periodpurchase, including renewal rightsconstruction, development, expansion or improvement of three years or less;other comparable property. (ivc) as Notwithstanding the restrictions in subsection (a) above, the Issuer will be permitted to which enter into Sale and Lease-Back Transactions otherwise prohibited by Section 3.07(a) hereof, which, together with all of the effective Indebtedness outstanding pursuant to the second paragraph of Section 3.06, do not exceed 15% of Consolidated Net Tangible Assets measured at the closing date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction Sale and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse ObligationLease-Back Transaction.

Limitation on Sale and Leaseback Transactions. (a) The Company Guarantor shall not, and shall not permit any of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to involving any Principal Property unlessunless either of the following conditions is met: (i1) upon after giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) 2.9 would not exceed 1510% of the Consolidated Total Net Tangible Assets of the Company Guarantor and the Consolidated Subsidiaries; or (ii2) within 180 days of such Sale and Leaseback Transaction involving a Principal PropertyTransaction, the Company Guarantor or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company Guarantor or any Consolidated Subsidiary (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.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 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 Section 2.14(aparagraph (a) above shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and 2.10 or in Section 2.13 2.9(a) with respect to any such transaction: (i1) solely between the Company Guarantor and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii2) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company Guarantor or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- quasi-governmental agency;; or (iii3) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which . This Section 2.10 has been included in this Third Supplemental Indenture expressly and solely for the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition benefit of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse ObligationNotes.

Limitation on Sale and Leaseback Transactions. (a) The So long as any Securities are outstanding, the Company shall notnot enter into, and shall not permit any of its Consolidated Subsidiaries toRestricted Subsidiary to enter into, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: (ia) upon giving effect theretosuch Sale and Leaseback Transaction involves a lease for a term of not more than five years; (b) such Sale and Leaseback Transaction is between the Company and a Subsidiary Guarantor or between Subsidiary Guarantors; (c) the Company or a Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on such property or assets involved in such Sale and Leaseback Transaction without equally and ratably securing the Securities pursuant to Section 4.06 above; (d) the cash 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) or the debt attributable thereto and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback Transaction within 270 days of such sale to either (or a combination) of (1) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of long-term debt of the aggregate Company or a Restricted Subsidiary (other than long-term debt that is subordinated to the Securities) or (2) the acquisition, purchase, improvement or development of other comparable property, including the acquisition of other businesses; or (e) any Sale and Leaseback Transaction in an amount of which, together with, without duplication, (1) all Attributable Debt of the Company and its Consolidated Restricted Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt under this clause (e), (2) all other Indebtedness secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary a Lien that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all not otherwise permitted by the provisions of its assets equity interests in one or more such SubsidiariesSections 4.06(a) through (m), and (3) any Indebtedness incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets by a Subsidiary of the Company and the Consolidated Subsidiaries; or pursuant to clause (iix) within 180 days or (y) of such Sale and Leaseback Transaction involving a Principal PropertySection 4.08, the Company or such Consolidated Subsidiary applies an amount does not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, transaction exceed 5% of Funded Debt of the Company or any Consolidated Subsidiary (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 PropertyTotal Assets. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company Issuer shall not, and shall not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any Sale sale and Leaseback Transaction leaseback transaction with respect to any Principal Property property or assets (whether now owned or hereafter acquired), unless: (i) upon giving effect theretothe sale or transfer of such property or assets to be leased is treated as an Asset Sale and the Issuer and the Restricted Subsidiaries comply with Section 4.11 hereunder, including the aggregate amount provisions concerning the application of Net Cash Proceeds (treating all Attributable Debt of the Company consideration received in such sale and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus leaseback transaction as Net Cash Proceeds for the aggregate amount purposes of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xicovenant)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or; (ii) within 180 days the Issuer or such Restricted Subsidiary, as applicable, would be permitted to incur Debt under Section 4.06 hereunder in the amount of the Attributable Debt incurred in respect of such Sale sale and Leaseback Transaction involving a Principal Property, leaseback transaction; (iii) the Company Issuer or such Consolidated Subsidiary applies an Restricted Subsidiary, as applicable, would be permitted to xxxxx x Xxxx to secure Debt under Section 4.10 hereunder in the amount not less than the greater of: (1) the Net Proceeds of the Sale Attributable Debt in respect of such sale and Leaseback Transactionleaseback transaction; and (2iv) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (including that in the case of any sale and leaseback transaction having a revolver or similar arrangement Fair Market Value greater than €10.0 million, the gross cash proceeds of that makes credit availablesale and leaseback transaction are at least equal to the Fair Market Value, such commitment is so permanently reduced as determined in good faith by such amount); or (B) the purchase Issuer’s board of other directors and set out in an Officer’s Certificate delivered to the Trustee, of the property that will constitute Principal Propertyis the subject of such sale and leaseback transaction. (b) The restriction set forth Notwithstanding the foregoing, nothing shall prevent the Issuer or any Restricted Subsidiary from engaging in Section 2.14(a) shall not apply to any Sale a sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) leaseback transaction solely between the Company Issuer and a Consolidated any Restricted Subsidiary or solely between Consolidated or among Restricted Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall Borrower will not, and shall will not permit any of its Consolidated Subsidiaries to, enter into any Sale arrangement with any Person providing for the leasing by the Borrower or such Subsidiary of any property that has been or is to be sold or transferred by the Borrower or such Subsidiary to such Person in contemplation of such leasing; provided, however, that the Borrower or such Subsidiary may enter into such sale and Leaseback Transaction with respect to any Principal Property unless: leaseback transaction if: (i) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either Borrower could have (A) incurred Indebtedness in an amount equal to the retirement or prepayment, Attributable Debt relating to such sale and in either case, leaseback transaction pursuant to the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction Leverage Ratio test set forth in Section 2.14(a6.12(a) shall not apply and (B) secured a Lien on such Indebtedness pursuant to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; 7.01; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond the lease in such sale and leaseback transaction is for a term not in excess of the lesser of (A) three years and (B) 60% of the remaining useful life of such property; or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) such sale and leaseback transaction is otherwise permitted by the last sentence of Section 4.17 of the 1996 Indenture as in which effect as of the applicable lease is for a period, including renewal rights, of three years or less;date hereof. (ivp) as to which Section 7.20 of the effective date Existing Credit Agreement is hereby amended by substituting a semi-colon for the period at the end of any such arrangement or Section 7.20 and adding the purchaser’s commitment therefor is within 180 days prior or subsequent following proviso to the acquisition end of such Section 7.20 following such semi-colon: provided, however, that the Principal Property (includingBorrower may, without limitationregard to the foregoing provisions of this Section 7.20, acquisition by merger or consolidation(x) or the completion of construction establish and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created operate SPEs solely in connection with Accounts Receivable Securitizations permitted by Section 7.05 and (y) operate Thermogas as a project financed with, Wholly-Owned Subsidiary for a period of up to (but not exceeding) 30 days following the consummation of the Thermogas Acquisition pending the merger of Thermogas with and into the Borrower. (q) Section 8.01 of the Existing Credit Agreement is hereby amended by replacing clause (ii) of subsection (e) of such obligation constitutes, a Nonrecourse Obligation.Section 8.01 with the following:

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: (i) upon giving effect theretothe Sale and Leaseback Transaction is solely with the Company or any of its Subsidiaries; (ii) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (i) through (vi) of the second paragraph of Section 4.03, without equally and ratably securing the aggregate Notes then outstanding under this Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property or assets in the amount of all the Attributable Debt arising from such Sale and Leaseback Transaction; (iii) the Company or such Subsidiary within 180 days after the sale of property or assets 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 such property or assets or (B) the Fair Market Value of such property or assets to (i) the retirement of Notes, other Indebtedness of the Company ranking on a parity with the Notes or Indebtedness of a Subsidiary or (ii) the acquisition of different property, facilities or equipment or the expansion of the Company’s existing business, including the acquisition of other businesses or capital expenditures; or (iv) the Attributable Debt of the Company and its Consolidated Subsidiaries with Subsidiary in respect to of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions involving Principal Properties plus entered into after the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary Closing Date (other than any Subsidiary that is principally engaged such Sale and Leaseback Transaction as would be permitted as described in leasing or receivables financing transactions or that holds as all or substantially all clauses (i) through (iii) of its assets equity interests this Section 4.04), plus the aggregate principal amount of Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by Liens described in one or more such Subsidiariesclauses (i) incurred without through (vi) of the second paragraph of Section 4.03) which do not equally and ratably securing secure the Notes pursuant (or secure Notes on a basis that is prior to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xiIndebtedness secured thereby)) , would not exceed 15% of Consolidated Tangible Assets. For purposes of determining the Consolidated Total Assets applicable category of permitted Sale and Lease-back Transactions in the foregoing clauses, the Company in its sole discretion may classify such Sale and Leaseback Transaction on the Consolidated Subsidiaries; or (ii) within 180 days date of its incurrence and later reclassify all or a portion of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in manner that complies with this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationcovenant.

Limitation on Sale and Leaseback Transactions. (a) The Company Guarantor shall not, and shall not permit any of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to involving any Principal Property unlessunless either of the following conditions is met: (i1) upon after giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes Securities pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) 2.9 would not exceed 1510% of the Consolidated Total Net Tangible Assets of the Company Guarantor and the Consolidated Subsidiaries; or (ii2) within 180 days of such Sale and Leaseback Transaction involving a Principal PropertyTransaction, the Company Guarantor or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company Guarantor or any Consolidated Subsidiary (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.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 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 Section 2.14(aparagraph (a) above shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and 2.10 or in Section 2.13 2.9(a) with respect to any such transaction: (i1) solely between the Company Guarantor and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii2) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company Guarantor or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- quasi-governmental agency;; or (iii3) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which . This Section 2.10 has been included in this Supplemental Indenture expressly and solely for the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition benefit of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse ObligationNotes.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to for the sale and leasing back of any Principal Property Property, whether now owned or hereafter acquired, unless: (i1) upon giving effect thereto, such transaction was entered into prior to the aggregate amount of all Attributable Debt date of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus initial issuance of the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary Notes (other than any Subsidiary that is principally engaged in Additional Notes); (2) such transaction was for the sale and leasing back to the Company or receivables financing transactions or that holds as all or substantially all any of its assets equity interests in wholly owned Subsidiaries of any Principal Property by one of its Restricted Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years); (4) the Company would be entitled to incur indebtedness secured by a Lien with respect to such Subsidiaries) incurred Sale and Leaseback Transaction without equally and ratably securing the Notes pursuant to the second paragraph of Section 2.13 1.5(a) of this First Supplemental Indenture; or (5) The Company or any Restricted Subsidiary applies an amount equal to the net proceeds from the sale of such Principal Property to the purchase of other than Liens property or assets used or useful in its business (including the purchase or development of other Principal Property) or to the types described retirement of indebtedness that is pari passu with the Notes (including the Notes) within 365 days before or after the effective date of any such Sale and Leaseback Transaction, provided that, in lieu of applying such amount to the retirement of pari passu indebtedness, the Company may deliver Notes to the trustee for cancellation, such Notes to be credited at the cost thereof to it. Notwithstanding the restrictions set forth in Section 2.13(b)(i)-(xi)1.5(b) of this First Supplemental Indenture, the Company and its Restricted Subsidiaries may enter into any Sale and Leaseback Transaction which would otherwise be subject to the restrictions in the first paragraph of Section 1.5(b) of this First Supplemental Indenture, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions, together with all indebtedness outstanding pursuant to the third paragraph of Section 1.5(a) of this First Supplemental Indenture, does not exceed 15% of the Consolidated Total Net Tangible Assets of the Company and calculated as of the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds closing date of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: (i) upon giving effect theretothe Sale and Leaseback Transaction is solely with the Company or any of its Subsidiaries; (ii) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (i) through (vi) of the second paragraph of Section 4.03, without securing the aggregate Notes then outstanding under this Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property or assets in the amount of all the Attributable Debt arising from such Sale and Leaseback Transaction; (iii) the Company or such Subsidiary within 180 days after the sale of property or assets 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 such property or assets or (B) the Fair Market Value of such property or assets to (i) the permanent retirement of Notes, other Indebtedness of the Company ranking on a parity with the Notes or Indebtedness of a Subsidiary or (ii) the acquisition of different property, facilities or equipment or the expansion of the Company’s existing business, including the acquisition of other businesses or capital expenditures; or (iv) the Attributable Debt of the Company and its Consolidated Subsidiaries with Subsidiary in respect to of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions involving Principal Properties plus entered into after the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary Closing Date (other than any Subsidiary that is principally engaged such Sale and Leaseback Transaction as would be permitted as described in leasing or receivables financing transactions or that holds as all or substantially all clauses (i) through (iii) of its assets equity interests this Section 4.04), plus the aggregate principal amount of Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by Liens described in one or more such Subsidiariesclauses (i) incurred without through (vi) of the second paragraph of Section 4.03) which do not equally and ratably securing secure the Notes pursuant (or secure Notes on a basis that is prior to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xiIndebtedness secured thereby)) , would not exceed 15% of Consolidated Tangible Assets. For purposes of determining the Consolidated Total Assets applicable category of permitted Sale and Leaseback Transactions in the foregoing clauses, the Company in its sole discretion may classify such Sale and Leaseback Transaction on the Consolidated Subsidiaries; or (ii) within 180 days date of its incurrence and later reclassify all or a portion of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in manner that complies with this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationcovenant.

Limitation on Sale and Leaseback Transactions. (a) The Company shall not, and shall not permit any of its Consolidated Restricted Subsidiaries to, enter into any Sale sale and Leaseback Transaction with respect to leaseback transaction for the sale and leasing back of any Principal Property Property, whether now owned or hereafter acquired, unless: (i1) upon giving effect thereto, such transaction was entered into prior to the aggregate amount date of all Attributable Debt issuance of the Initial Notes; (2) such transaction was for the sale and leasing back to the Company and or any of its Consolidated wholly owned Subsidiaries of any Principal Property by the Company or a Restricted Subsidiary; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years); (4) the Company would be entitled to incur Indebtedness secured by a Lien with respect to Sale such sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred leaseback transaction without equally and ratably securing the Notes pursuant to Section 2.13 5.01(c) above; or (5) the Company or any Restricted Subsidiary applies an amount equal to the net proceeds from the sale of such Principal Property to the purchase of other than Liens Property or assets used or useful in the Company’s or such Restricted Subsidiary’s business or to the retirement of Indebtedness that is pari passu with the Notes (including the Notes) within 365 days before or after the effective date of any such sale and leaseback transaction, provided that, in lieu of applying such amount to the retirement of pari passu Indebtedness, the Company may deliver Notes with an aggregate outstanding amount equal to such net proceeds to the Trustee for cancellation as provided in Section 2.12 of the types described Base Indenture. (b) Notwithstanding the restrictions set forth in Section 2.13(b)(i)-(xi5.02(a) above, the Company and its Restricted Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the restrictions set forth in Section 5.02(a) above, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions (not including Attributable Debt permitted under clauses (1) through (5) of Section 5.02(a) above), together with all Indebtedness outstanding pursuant to Section 5.01(c) would above, does not exceed 15% of the Company’s Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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 PropertyTangible Assets. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) With respect to each series of notes, The Company shall not, and Issuer shall not permit any of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Lease-Back Transaction with respect to any Principal Property Property, other than any such Sale and Lease-Back Transaction involving a lease for a term of not more than three years or any such Sale and Lease-Back Transaction between the Issuer and one of its Subsidiaries or between its Subsidiaries, unless: (ia) upon giving effect theretothe Issuer or such Subsidiary, as applicable, could have incurred Indebtedness secured by a Lien on the aggregate Principal Property involved in such Sale and Lease-Back Transaction in an amount of all at least equal to the Attributable Debt of the Company and its Consolidated Subsidiaries with respect to such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Lease-Back Transaction, without equally and ratably securing the Notes Securities, pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries3.06 hereto; or (iib) within 180 days the proceeds of such Sale and Leaseback Lease-Back Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) are at least equal to the fair market value of the affected Principal Property so leased at (as determined in good faith by the time Board of Directors of the Issuer) and the Issuer applies an amount equal to the net proceeds of such transaction; to either (A) the retirement or prepayment, Sale and in either case, the permanent reduction, Lease-Back Transaction within 365 days of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply Sale and Lease-Back Transaction to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction:of (or a combination of): (i) solely between the Company and a Consolidated Subsidiary prepayment or solely between Consolidated Subsidiariesretirement of the Securities; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond the prepayment or similar financing arrangement between retirement (other than any mandatory retirement or mandatory prepayment or by payment at maturity) of other Indebtedness of the Company Issuer or a Consolidated Subsidiary and any federal, state of one of its Subsidiaries (other than Indebtedness that is subordinated to the Securities or municipal government Indebtedness owed to the Issuer or other governmental body or quasi- governmental agency;one of its Subsidiaries) that matures more than 12 months after its creation; or (iii) in which the applicable lease is for a periodpurchase, including renewal rightsconstruction, development, expansion or improvement of three years or less;other comparable property. (ivc) as Notwithstanding the restrictions in subsection (a) above, the Issuer will be permitted to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition enter into Sale and Lease-Back Transactions otherwise prohibited by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.Section

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries a Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property owned by the Company or such Restricted Subsidiary on the date of the Sixth Supplemental Indenture, unless: (ia) upon giving effect theretothe Sale and Leaseback Transaction involves a lease for a term of not more than three years, (b) the Sale and Leaseback Transaction is between the Company or such Restricted Subsidiary and the Company or a Subsidiary, (c) the Company or such Restricted Subsidiary would be entitled, at the aggregate effective date of the sale or transfer, to incur Debt secured by a Mortgage on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount of all to the Attributable Debt of the Company and its Consolidated Subsidiaries with respect to such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Transaction without equally and ratably securing the Notes pursuant to the second paragraph of Section 2.13 12.07 (other than Liens of as modified by the types described in Section 2.13(b)(i)-(xiSixth Supplemental Indenture)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; , or (iid) within 180 days the terms of such Sale and Leaseback Transaction involving a Principal Property, are fair and arm’s-length (as determined in good faith by the Company’s Board of Directors) and the Company or such Consolidated any Restricted Subsidiary applies an amount not less than equal to the greater of: of (1i) the Net Proceeds net proceeds of such sale or transfer or (ii) the Attributable Debt with respect to such Sale and Leaseback Transaction; and (2) Transaction within 180 days after the fair market value receipt of the Principal Property so leased at the time proceeds of such transaction; sale or transfer to either (or a combination) of (A) the prepayment or retirement (other than the mandatory retirement, mandatory prepayment or prepayment, and in either case, the permanent reduction, sinking fund payment or by payment at maturity) of Funded Debt of the Company or any Consolidated a Restricted Subsidiary (including other than Funded Debt that in is subordinated to the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount); Notes) or (B) the purchase purchase, construction or development of other property that will constitute Principal Propertycomparable property. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.”

Limitation on Sale and Leaseback Transactions. (a) The Company shall Issuer will not, and shall not nor will it permit any of its Consolidated Restricted Subsidiaries to, enter into any arrangement with any other Person pursuant to which the Issuer or any of its Restricted Subsidiaries leases any Principal Property that has been or is to be sold or transferred by the Issuer or a Restricted Subsidiary to such other Person (a “Sale and Leaseback Transaction with respect Transaction”). (b) The following Sale and Leaseback Transactions are not subject to any Principal Property unlessthe limitation above or the restrictions set forth in Section 10.10: (i) upon giving effect theretotemporary leases for a term, including renewals at the option of the lessee, of not more than three years; (ii) leases between only the Issuer and a Subsidiary of the Issuer or only between Subsidiaries of the Issuer; (iii) leases where the proceeds from the sale of the subject property are at least equal to the fair market value (as determined in good faith by the Issuer) of the subject property and the Issuer applies an amount equal to the net proceeds of the sale to the retirement of all or a portion of the Notes, other long term Indebtedness or the purchase, construction, development, expansion or improvement of other property or equipment used or useful in its business, within 360 days of the closing date of such sale; provided that in lieu of applying such amount to the retirement of long-term Indebtedness, the aggregate amount Issuer may deliver Notes to the Trustee or other debt securities to the trustee of all Attributable Debt such long-term Indebtedness for cancellation; (iv) leases of property executed by the time of, or within 360 days after the latest of, the acquisition, the completion of construction, development, expansion or improvement, or the commencement of commercial operation, of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus subject property; (v) if the aggregate amount Issuer or such Guarantor would (at the time of Debt secured by Liens on any Principal Property or on any shares entering into such arrangement) be entitled as described in clauses (1) through (38) of Capital Stock the definition of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred “Permitted Liens” without equally and ratably securing the Notes pursuant then outstanding under this Indenture, to Section 2.13 (other than Liens create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property in the amount of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of Attributable Debt arising from such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Sale/Leaseback Transaction; and (2vi) if, after giving effect thereto, (a) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Attributable Debt of the Company or Issuer and the Guarantors in respect of such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered into after the Issue Date (other than any Consolidated Subsidiary (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. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Sale/Leaseback Transaction, and there shall Transaction as would be excluded from Attributable Debt in any computation permitted as described in this Section 2.14 and in Section 2.13 with respect to any such transaction: clauses (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed withabove), and such obligation constitutes, a Nonrecourse Obligation.plus

Limitation on Sale and Leaseback Transactions. No Obligor shall (a) The Company shall not, and shall not permit any of its Consolidated Subsidiaries Significant Subsidiary to, ) enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: Property, unless (i) upon giving effect thereto, such Obligor or such Significant Subsidiary would be permitted to xxxxx x Xxxx under Section 7.6 to secure the aggregate amount of all Debt on such Property at least equal in amount to the Attributable Debt of the Company and its Consolidated Subsidiaries with respect to such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Transaction without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of obligations owed by the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of Obligors under the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or Loan Documents or (ii) within 180 three hundred sixty-five (365) days after the closing date of such Sale and Leaseback Transaction involving a Principal PropertyTransaction, the Company such Obligor or such Consolidated Significant Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; shall apply or cause to either (A) the retirement or prepaymentbe applied, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (including that in the case of a revolver sale or similar arrangement that makes credit availabletransfer for cash, such commitment is so permanently reduced by such amount); 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 Loans or Debt of any Subsidiary, in each case owing to a Person other than an Obligor or any of its Subsidiaries or (B) to the purchase acquisition, purchase, construction, development, extension or improvement (including any capital expenditure) of other any property that or assets of an Obligor or any Subsidiary used or to be used by or for the benefit of an Obligor or any Subsidiary. The foregoing restriction will constitute Principal Property. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (ix) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is transactions providing for a period, including renewal rights, lease term of three (3) years or less; , and (ivy) as to which transactions between (A) the effective date of Obligors, (B) an Obligor and any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property Significant Subsidiaries or (including, without limitation, acquisition by merger or consolidationC) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationany Significant Subsidiaries.

Limitation on Sale and Leaseback Transactions. (a) The Company shall not, and shall not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property property unless: (1) the Sale and Leaseback Transaction is solely with the Company or a Subsidiary Guarantor; (2) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) through (22) of the definition of “Permitted Liens”, without equally and ratably securing the Notes then outstanding under the Indenture to create, Incur, issue, assume or guarantee Indebtedness secured by a Lien on such property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (3) the Company or such Restricted Subsidiary within 360 days after the sale of such property in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (a) the net proceeds of the sale of such property or (b) the Fair Market Value of such property to (i) upon giving effect theretothe permanent retirement of Notes, other Indebtedness of the aggregate amount Company ranking on a parity with the Notes or Indebtedness of all a Restricted Subsidiary or (ii) the purchase of property; or (4) the Attributable Debt of the Company and its Consolidated Restricted Subsidiaries with in respect to of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions involving Principal Properties entered into after the Issue Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (1) through (3) of this sentence), plus the aggregate principal amount of Debt Indebtedness secured by Liens on properties then outstanding (not including any Principal Property or on any shares such Indebtedness secured by Liens described in clauses (1) through (22) of Capital Stock the definition of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries“Permitted Liens”) incurred without which do not equally and ratably securing the secure such outstanding Notes pursuant (or secure such outstanding Notes on a basis that is prior to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xiIndebtedness secured thereby)) , would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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 PropertyAssets. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. (a) The Company shall Issuer will not, and shall will not permit any of its Consolidated Subsidiaries Subsidiary to, enter into any Sale and Leaseback Transaction with respect sell or transfer (except to the Issuer or one or more Wholly-Owned Subsidiaries, or both) any Principal Property unlessFacility owned by it on the date of this Eighth Supplemental Indenture with the intention of taking back a lease of such property, other than a lease for a temporary period (not exceeding 36 months) with the intent that the use by the Issuer or such Subsidiary of such property will be discontinued at or before the expiration of such period, unless either: (i) upon giving effect thereto, the sum of the aggregate amount sale price of all Attributable Debt of the Company property involved in sale and its Consolidated Subsidiaries with respect leaseback transactions not otherwise permitted pursuant to Sale and Leaseback Transactions involving Principal Properties this Section 7.1(b) plus the aggregate amount of Debt indebtedness secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiariesmortgages, pledges, liens and encumbrances not otherwise permitted except under Section 7.1(a)(vii) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would does not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated SubsidiariesStockholders’ Equity; or (ii) the Issuer within 180 120 days of after the sale or transfer shall have been made by the Issuer or by any such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than equal to the greater of: of (1A) the Net Proceeds net proceeds of the Sale sale of the Principal Facility sold and Leaseback Transaction; and leased back pursuant to such arrangement or (2B) the fair market value of the Principal Property so Facility sold and leased back at the time of entering into such transaction; arrangement (which may be conclusively determined by the Board of Directors of the Issuer) to either (A) the retirement of Securities or prepayment, and in either case, the permanent reduction, of other Funded Debt of the Company Issuer ranking on a parity with the Securities; provided, that the amount required to be applied to the retirement of Outstanding Securities or any Consolidated Subsidiary (including that in other Funded Debt of the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount); or Issuer pursuant to this subclause (B) shall be reduced by (1) the purchase principal amount (or, if the Securities of other property that will constitute Principal Property. (bseries are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) The restriction set forth in Section 2.14(a) shall not apply of any Securities delivered within 120 days after such sale to any Sale the Trustee for retirement and Leaseback Transactioncancellation, and there shall be excluded from Attributable (2) the principal amount of any other Funded Debt in any computation described of the Issuer ranking on a parity with the Securities voluntarily retired by the Issuer within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; clause (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond may be effected by payment at maturity or similar financing arrangement between the Company pursuant to any mandatory sinking fund payment or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationmandatory prepayment provision.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries a Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property owned by the Company or such Restricted Subsidiary on the date of the Fourth Supplemental Indenture, unless: (ia) upon giving effect theretothe Sale and Leaseback Transaction involves a lease for a term of not more than three years, (b) the Sale and Leaseback Transaction is between the Company or such Restricted Subsidiary and the Company or a Subsidiary, (c) the Company or such Restricted Subsidiary would be entitled, at the aggregate effective date of the sale or transfer, to incur Debt secured by a Mortgage on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount of all to the Attributable Debt of the Company and its Consolidated Subsidiaries with respect to such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Transaction without equally and ratably securing the Notes pursuant to the second paragraph of Section 2.13 12.07 (other than Liens of as modified by the types described in Section 2.13(b)(i)-(xiFourth Supplemental Indenture)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; , or (iid) within 180 days the terms of such Sale and Leaseback Transaction involving a Principal Property, are fair and arm’s-length (as determined in good faith by the Company’s Board of Directors) and the Company or such Consolidated any Restricted Subsidiary applies an amount not less than equal to the greater of: of (1i) the Net Proceeds net proceeds of such sale or transfer or (ii) the Attributable Debt with respect to such Sale and Leaseback Transaction; and (2) Transaction within 180 days after the fair market value receipt of the Principal Property so leased at the time proceeds of such transaction; sale or transfer to either (or a combination) of (A) the prepayment or retirement (other than the mandatory retirement, mandatory prepayment or prepayment, and in either case, the permanent reduction, sinking fund payment or by payment at maturity) of Funded Debt of the Company or any Consolidated a Restricted Subsidiary (including other than Funded Debt that in is subordinated to the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount); Notes) or (B) the purchase purchase, construction or development of other property that will constitute Principal Propertycomparable property. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.”

Limitation on Sale and Leaseback Transactions. (a) The Company Guarantor shall not, and shall not permit any of its Consolidated Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to involving any Principal Property unless: unless either of the following conditions is met: (i1) upon after giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes Securities pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) 2.9 would not exceed 1510% of the Consolidated Total Net Tangible Assets of the Company Guarantor and the Consolidated Subsidiaries; or or (ii2) within 180 days of such Sale and Leaseback Transaction involving a Principal PropertyTransaction, the Company Guarantor or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company Guarantor or any Consolidated Subsidiary (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. 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 Section 2.14(aparagraph (a) above shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and 2.10 or in Section 2.13 2.9(a) with respect to any such transaction: : (i1) solely between the Company Guarantor and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; ; (ii2) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company Guarantor or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- quasi-governmental agency; ; or (iii3) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which . This Section 2.10 has been included in this Supplemental Indenture expressly and solely for the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition benefit of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse ObligationNotes.

Limitation on Sale and Leaseback Transactions. (a) The Company shall Issuer will not, and shall will not permit any of its Consolidated Subsidiaries Subsidiary to, enter into any Sale and Leaseback Transaction with respect sell or transfer (except to the Issuer or one or more Wholly-Owned Subsidiaries, or both) any Principal Property unlessFacility owned by it on the date of this Twelfth Supplemental Indenture with the intention of taking back a lease of such property, other than a lease for a temporary period (not exceeding 36 months) with the intent that the use by the Issuer or such Subsidiary of such property will be discontinued at or before the expiration of such period, unless either: (i) upon giving effect thereto, the sum of the aggregate amount sale price of all Attributable Debt of the Company property involved in sale and its Consolidated Subsidiaries with respect leaseback transactions not otherwise permitted pursuant to Sale and Leaseback Transactions involving Principal Properties this Section 7.1(b) plus the aggregate amount of Debt Indebtedness secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiariesmortgages, pledges, liens and encumbrances not otherwise permitted except under Section 7.1(a)(vii) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would does not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated SubsidiariesStockholders’ Equity; or (ii) the Issuer within 180 120 days of after the sale or transfer shall have been made by the Issuer or by any such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than equal to the greater of: of (1A) the Net Proceeds net proceeds of the Sale sale of the Principal Facility sold and Leaseback Transaction; and leased back pursuant to such arrangement or (2B) the fair market value of the Principal Property so Facility sold and leased back at the time of entering into such transaction; arrangement (which may be conclusively determined by the Board of Directors of the Issuer) to either (A) the retirement of Securities or prepayment, and in either case, the permanent reduction, of other Funded Debt of the Company Issuer ranking on a parity with the Securities; provided that the amount required to be applied to the retirement of Outstanding Securities or any Consolidated Subsidiary (including that in other Funded Debt of the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount); or Issuer pursuant to this subclause (B) shall be reduced by (1) the purchase principal amount (or, if the Securities of other property that will constitute Principal Property. (bseries are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) The restriction set forth in Section 2.14(a) shall not apply of any Securities delivered within 120 days after such sale to any Sale the Trustee for retirement and Leaseback Transactioncancellation, and there shall be excluded from Attributable (2) the principal amount of any other Funded Debt in any computation described of the Issuer ranking on a parity with the Securities voluntarily retired by the Issuer within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; clause (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond may be effected by payment at maturity or similar financing arrangement between the Company pursuant to any mandatory sinking fund payment or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationmandatory prepayment provision.

Limitation on Sale and Leaseback Transactions. (a) The So long as any Securities are outstanding, the Company shall notnot enter into, and shall not permit any of its Consolidated Subsidiaries toPrincipal Subsidiary to enter into, enter into any Sale and Leaseback Transaction with respect to any property or assets of the Company or any Principal Property Subsidiary unless: (ia) upon giving effect theretosuch 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 and a Principal Subsidiary or between Principal Subsidiaries; (c) the Company or such Principal Subsidiary would be entitled to incur Indebtedness secured by a Lien on such property or assets involved in such Sale and Leaseback 20 Transaction without equally and ratably securing the Securities pursuant to Section 4.06 above; (d) the cash 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 of the Company) or the debt attributable thereto and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback Transaction within 180 days of such sale to either (or a combination) of (1) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of long-term debt of the aggregate Company or a Subsidiary (other than long-term debt that is subordinated to the Securities) or (2) the acquisition, purchase, improvement or development of other comparable property; or (e) any Sale and Leaseback Transaction in an amount of which, together with (1) all Attributable Debt of the Company and its Consolidated Principal Subsidiaries with respect to Sale under this clause (e), and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) all other Indebtedness secured by a Lien that is not otherwise permitted by the fair market value provisions of the Principal Property so leased Sections 4.06(a) through (l), does not at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, transaction exceed 10% of Funded Debt of the Company or any Consolidated Subsidiary (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 PropertyNet Tangible Assets. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.

Limitation on Sale and Leaseback Transactions. The Parent will not and will not permit any Subsidiary to sell, lease, transfer or otherwise dispose of (collectively, a "TRANSFER") any asset (other than Vehicles) on terms whereby the asset or a substantially similar asset is or may be leased or reacquired by the Parent or any Subsidiary, unless either (a) The the lease is between the Company shall notand another Wholly-Owned Subsidiary or between such other Wholly-Owned Subsidiaries, and shall not permit any or (b) the Company or a Subsidiary could create a Lien under clauses (c) through (h) of its Consolidated Subsidiaries toSection 10.2 on such asset to secure Non-Vehicle Debt in an amount at least equal to the Attributable Debt in respect of such transaction, enter into any Sale and Leaseback Transaction with respect or (c) the net proceeds realized from the transfer are applied by the Company within 180 days after the receipt thereof to any Principal Property unless: (i) upon the repayment of unsubordinated Non-Vehicle Debt of the Company or the Parent (which repayment may, but need not, include prepayment of Notes pursuant to Section 8.2 and shall, in case of a prepayment of the Revolving Credit Facility, result in the permanent reduction of the commitments of the lenders thereunder by an amount at least equal to the principal amount repaid) or (ii) the purchase of non-current assets for use in the business of the Company, or (d) after giving effect theretoto such transaction and the incurrence of Attributable Debt in respect thereof, the sum (without duplication) of (i) the aggregate amount of all Attributable Debt (including Capitalized Lease Obligations) of the Parent and its Subsidiaries secured by such Liens permitted by Section 10.2(n) plus (ii) the aggregate amount of Non-Vehicle Debt of Subsidiaries (other than Debt of the Company and its Consolidated Subsidiaries with respect to Sale Debt permitted by subclauses (i), (ii) and Leaseback Transactions involving Principal Properties (iii) of Section 10.1(b)) plus (iii) the aggregate amount Attributable Debt in connection with all sale and leaseback transactions of Debt secured by Liens on any Principal Property or on any shares the Parent and its Subsidiaries entered into after the date of Capital Stock of any Consolidated Subsidiary the Closing (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiariespermitted by clauses (a) incurred without equally (b) and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xic) above)) would , does not exceed 15% of Consolidated Adjusted Assets. Notwithstanding the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Propertyforegoing, the Company or such Consolidated Parent will not and will not permit any Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or enter into any Consolidated Subsidiary (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced transaction covered by such amount); or (B) the purchase of other property that will constitute Principal Property. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to involving any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bondtrademarks, industrial development bondsoftware systems, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government reservations systems or other governmental body intellectual property (or quasi- governmental agency; (iii) rights in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date respect of any such arrangement thereof), whether now owned or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationhereafter acquired.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries a Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property owned by the Company or such Restricted Subsidiary on the date of the Fifth Supplemental Indenture, unless: (ia) upon giving effect theretothe Sale and Leaseback Transaction involves a lease for a term of not more than three years, (b) the Sale and Leaseback Transaction is between the Company or such Restricted Subsidiary and the Company or a Subsidiary, (c) the Company or such Restricted Subsidiary would be entitled, at the aggregate effective date of the sale or transfer, to incur Debt secured by a Mortgage on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount of all to the Attributable Debt of the Company and its Consolidated Subsidiaries with respect to such Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Transaction without equally and ratably securing the Notes pursuant to the second paragraph of Section 2.13 12.07 (other than Liens of as modified by the types described in Section 2.13(b)(i)-(xiFifth Supplemental Indenture)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; , or (iid) within 180 days the terms of such Sale and Leaseback Transaction involving a Principal Property, are fair and arm’s-length (as determined in good faith by the Company’s Board of Directors) and the Company or such Consolidated any Restricted Subsidiary applies an amount not less than equal to the greater of: of (1i) the Net Proceeds net proceeds of such sale or transfer or (ii) the Attributable Debt with respect to such Sale and Leaseback Transaction; and (2) Transaction within 180 days after the fair market value receipt of the Principal Property so leased at the time proceeds of such transaction; sale or transfer to either (or a combination) of (A) the prepayment or retirement (other than the mandatory retirement, mandatory prepayment or prepayment, and in either case, the permanent reduction, sinking fund payment or by payment at maturity) of Funded Debt of the Company or any Consolidated a Restricted Subsidiary (including other than Funded Debt that in is subordinated to the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount); Notes) or (B) the purchase purchase, construction or development of other property that will constitute Principal Propertycomparable property. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.”

Limitation on Sale and Leaseback Transactions. (a) The Company shall Borrower will not, and shall will not permit any of its Consolidated Subsidiaries to, enter into any Sale arrangement with any Person providing for the leasing by the Borrower or such Subsidiary of any property that has been or is to be sold or transferred by the Borrower or such Subsidiary to such Person in contemplation of such leasing; provided, however, that the Borrower or such Subsidiary may enter into such sale and Leaseback Transaction with respect to any Principal Property unless: leaseback transaction if: (i) upon giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either Borrower could have (A) incurred Indebtedness in an amount equal to the retirement or prepayment, Attributable Debt relating to such sale and in either case, leaseback transaction pursuant to the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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. (b) The restriction Leverage Ratio test set forth in Section 2.14(a7.12(a) shall not apply and (B) secured a Lien on such Indebtedness pursuant to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; 8.01; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond the lease in such sale and leaseback transaction is for a term not in excess of the lesser of (A) three years and (B) 60% of the remaining useful life of such property; or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) such sale and leaseback transaction is otherwise permitted by the last sentence of Section 4.17 of the 1996 Indenture as in which effect as of the applicable lease is for a period, including renewal rights, of three years or less;date hereof. (ivq) as to which Section 8.21 of the effective date Existing Credit Agreement is hereby amended by substituting a semi-colon for the period at the end of any such arrangement or Section 8.21 and adding the purchaser’s commitment therefor is within 180 days prior or subsequent following proviso to the acquisition end of such Section 8.21 following such semi-colon: provided, however, that the Principal Property (includingBorrower may, without limitationregard to the foregoing provisions of this Section 8.21, acquisition by merger or consolidation(x) or the completion of construction establish and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created operate SPEs solely in connection with Accounts Receivable Securitizations permitted by Section 8.05 and (y) operate Thermogas as a project financed with, Wholly-Owned Subsidiary for a period of up to (but not exceeding) 30 days following the consummation of the Thermogas Acquisition pending the merger of Thermogas with and into the Borrower. (r) Section 9.01 of the Existing Credit Agreement is hereby amended by replacing clause (ii) of subsection (e) of such obligation constitutes, a Nonrecourse Obligation.Section 9.01 with the following:

Limitation on Sale and Leaseback Transactions. (a) The Company shall Issuer will not, and shall will not permit any of its Consolidated Subsidiaries Subsidiary to, enter into any Sale and Leaseback Transaction with respect sell or transfer (except to the Issuer or one or more Wholly-Owned Subsidiaries, or both) any Principal Property unlessFacility owned by it on the date of this Indenture with the intention of taking back a lease of such property, other than a lease for a temporary period (not exceeding 36 months) with the intent that the use by the Issuer or such Subsidiary of such property will be discontinued at or before the expiration of such period, unless either: (i) upon giving effect thereto, the sum of the aggregate amount sale price of all Attributable Debt of the Company property involved in sale and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties leaseback transactions not otherwise permitted under this Section 7.1(b) plus the aggregate amount of Debt indebtedness secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiariesmortgages, pledges, liens and encumbrances not otherwise permitted except under Section 7.1(a)(vii) incurred without equally and ratably securing the Notes pursuant to Section 2.13 (other than Liens of the types described in Section 2.13(b)(i)-(xi)) would does not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated SubsidiariesStockholders’ Equity; or (ii) the Issuer within 180 120 days of after the sale or transfer shall have been made by the Issuer or by any such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than equal to the greater of: of (1A) the Net Proceeds net proceeds of the Sale sale of the Principal Facility sold and Leaseback Transaction; and leased back pursuant to such arrangement or (2B) the fair market value of the Principal Property so Facility sold and leased back at the time of entering into such transaction; arrangement (which may be conclusively determined by the Board of Directors of the Issuer) to either (A) the retirement of Securities or prepayment, and in either case, the permanent reduction, of other Funded Debt of the Company Issuer ranking on a parity with the Securities; provided, that the amount required to be applied to the retirement of Outstanding Securities or any Consolidated Subsidiary (including that in other Funded Debt of 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. (b) The restriction set forth in Section 2.14(a) shall not apply Issuer pursuant to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; subclause (ii) financed through an industrial revenue bondshall be reduced by (1) the principal amount (or, industrial development bondif the Securities of that series are Discount Securities, pollution control bond or similar financing arrangement between such portion of the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iiiprincipal amount as may be specified in the terms of that series) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any Securities delivered within 120 days after such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent sale to the acquisition Trustee for retirement and cancellation, and (2) the principal amount of any other Funded Debt of the Principal Property Issuer ranking on a parity with the Securities voluntarily retired by the Issuer within 120 days after such sale, whether or not any such retirement of Funded Debt shall be specified as being made pursuant to this subclause (includingii). Notwithstanding the foregoing, without limitation, acquisition no retirement referred to in this clause (ii) may be effected by merger payment at maturity or consolidation) pursuant to any mandatory sinking fund payment or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligationany mandatory prepayment provision.

Limitation on Sale and Leaseback Transactions. (a) The Company shall will not, and shall will not permit any of its Consolidated Subsidiaries Restricted Subsidiary to, enter into any Sale sale and Leaseback Transaction leaseback transaction with respect to any Principal Property unless: : (i) upon giving effect theretothe sale and leaseback transaction is solely with the Company or another Restricted Subsidiary; (ii) the lease is for a period not in excess of three years, including renewal rights; (iii) the aggregate amount lease secures or relates to industrial revenue or pollution control bonds; (iv) the Company or such Restricted Subsidiary would (at the time of all Attributable Debt entering into such arrangement) be entitled as described in clauses (i) through (viii) of the Company and its Consolidated Subsidiaries with respect to Sale and Leaseback Transactions involving Principal Properties plus the aggregate amount second paragraph of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred Section 11.10, without equally and ratably securing the Notes pursuant Securities of each series then outstanding, to Section 2.13 (other than Liens create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property in the amount of the types described in Section 2.13(b)(i)-(xi)Attributable Indebtedness arising from such sale and leaseback transaction; (v) would not exceed 15% of the Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary Restricted Subsidiary, within 180 days after the sale of such Principal Property in connection with such sale and leaseback transaction is completed, applies an amount not less than equal to the greater of: of (1A) the Net Proceeds net proceeds of the Sale sale of the Principal Property leased and Leaseback Transaction; and (2B) the fair market value of the Principal Property so leased at the time of such transaction; to either (A1) the retirement or prepaymentof Securities, and in either case, the permanent reduction, of other Funded Debt Indebtedness of the Company ranking on a parity with the Securities, or any Consolidated Subsidiary (including that in the case Funded Indebtedness of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount); Restricted Subsidiary or (B2) the purchase of other property that which will constitute a Principal Property. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and Property having a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent value at least equal to the acquisition value of the Principal Property leased; or (including, without limitation, acquisition by merger or consolidationvi) or the completion Attributable Indebtedness of construction the Company and commencement its Restricted Subsidiaries in respect of operation thereof, whichever is later; or such sale and 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 Xxxxx on Principal Properties then outstanding (not including any such Indebtedness secured by Xxxxx described in clauses (i) through (viii) of the second paragraph of Section 11.10) which the lease payment do not equally and ratably secure such outstanding Securities (or secure such outstanding Securities on a basis that is created in connection with a project financed withprior to other Indebtedness secured thereby), and such obligation constitutes, a Nonrecourse Obligationwould not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. (a) The Company shall not, and shall not permit any of its Consolidated Restricted Subsidiaries to, enter into any Sale sale and Leaseback Transaction with respect to leaseback transaction for the sale and leasing back of any Principal Property Property, whether now owned or hereafter acquired, unless: (i1) upon giving effect thereto, such transaction was entered into prior to the aggregate amount date of all Attributable Debt issuance of the Initial Notes; (2) such transaction was for the sale and leasing back to the Company and or any of its Consolidated wholly owned Subsidiaries of any Property by the Company or a Restricted Subsidiary; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years); (4) the Company would be entitled to incur Indebtedness secured by a Lien with respect to Sale such sale and Leaseback Transactions involving Principal Properties plus the aggregate amount of Debt secured by Liens on any Principal Property or on any shares of Capital Stock of any Consolidated Subsidiary (other than any Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries) incurred leaseback transaction without equally and ratably securing the Notes pursuant to Section 2.13 5.01(b) above; or (5) the Company or any Restricted Subsidiary applies an amount equal to the net proceeds from the sale of such Property to the purchase of other than Liens Property or assets used or useful in the Company’s or such Restricted Subsidiary’s business or to the retirement of Indebtedness that is pari passu with the types described Notes (including the Notes) within 365 days before or after the effective date of any such sale and leaseback transaction, provided that, in lieu of applying such amount to the retirement of pari passu Indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 2.13(b)(i)-(xi5.02(a) above, the Company and its Restricted Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the restrictions set forth in Section 5.02(a) above, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions (not including Attributable Debt permitted under clauses (1) through (5) of Section 5.02(a) above), together with all Indebtedness outstanding pursuant to Section 5.01(c) would above, does not exceed 15% of the Company’s Consolidated Total Assets of the Company and the Consolidated Subsidiaries; or (ii) within 180 days of such Sale and Leaseback Transaction involving a Principal Property, the Company or such Consolidated Subsidiary applies an amount not less than the greater of: (1) the Net Proceeds of the Sale and Leaseback Transaction; and (2) the fair market value of the Principal Property so leased at the time of such transaction; to either (A) the retirement or prepayment, and in either case, the permanent reduction, of Funded Debt of the Company or any Consolidated Subsidiary (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 PropertyTangible Assets. (b) The restriction set forth in Section 2.14(a) shall not apply to any Sale and Leaseback Transaction, and there shall be excluded from Attributable Debt in any computation described in this Section 2.14 and in Section 2.13 with respect to any such transaction: (i) solely between the Company and a Consolidated Subsidiary or solely between Consolidated Subsidiaries; (ii) financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi- governmental agency; (iii) in which the applicable lease is for a period, including renewal rights, of three years or less; (iv) as to which the effective date of any such arrangement or the purchaser’s commitment therefor is within 180 days prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; or (v) in which the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation.