Common use of Limitation on Sale and Leaseback Clause in Contracts

Limitation on Sale and Leaseback. For so long as any Securities remain Outstanding under this Indenture, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company or the Guarantor for a period, including renewals, in excess of three years of any Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of the sale of the Property sold and leased back pursuant to such arrangement or (B) the fair market value of the Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) to the retirement of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactions.

Limitation on Sale and Leaseback. For so (a) So long as any Securities remain Outstanding under this IndentureNotes are outstanding, neither the Company nor the Guarantor will not, and will not permit any of its Subsidiaries to, enter into any arrangement Sale and Leaseback Transaction unless: (i) the Sale and Leaseback Transaction is solely with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company or any of its Subsidiaries; (ii) the Guarantor lease is for a periodperiod not in excess of 24 months, including renewals, in excess of three years of any Property which has been owned by ; (iii) the Company or such Subsidiary would (at the Guarantor for more than 270 days time of entering into such arrangement) be entitled as described in clauses (i) through (vii) of Section 5.01(a), without equally and which has been ratably securing the Notes then outstanding under the Indenture, to create, incur, issue, assume or is to be sold guarantee Indebtedness secured by a Mortgage on such property or transferred by assets in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (iv) the Company or the Guarantor to such lender or investor orSubsidiary, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year 360 days after the sale of property or transfer will have been made by the Company or the Guarantor 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 the such Principal Property sold and leased back pursuant to such arrangement or (B) the fair market value of such Principal Property to (1) the Property so sold and leased back at retirement of Notes, other Funded Debt of the time Company ranking on a parity with the Notes or Funded Debt of entering into such arrangement (as determined by any two executive officers and/or Directors a Subsidiary of the Company or (2) the Guarantor, as the case may be) (i) purchase of property or assets used or useful in its business or to the retirement of long-term indebtedness; or (v) the Attributable Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted and its Subsidiary in respect of such Sale and Leaseback Transaction”Transaction and all other Sale and Leaseback Transactions entered into after the Closing Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (i) through (iv) of this Section 5.03). Notwithstanding , plus the foregoingaggregate principal amount (without duplication) of (x) Indebtedness secured by Mortgages then outstanding (not including any such Indebtedness secured by Mortgages described in clauses (i) through (vii) of Section 5.01(a)) which do not equally and ratably secure the Notes (or secure Notes on a basis that is prior to other Indebtedness secured thereby) and (y) Non-Guarantor Subsidiary Debt (with the exception of Non-Guarantor Subsidiary Debt which is described in clauses (i) through (v) of Section 5.02(a)), the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will would not exceed 1015% of Consolidated Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactions.

Limitation on Sale and Leaseback. For so long as The Company shall not, and it shall not permit any Securities remain Outstanding under this IndentureRestricted Subsidiary to, neither enter into a Sale-Leaseback Transaction unless: (1) the lease has a term including renewal rights of three years or less; (2) the lease is between the Company nor the Guarantor will enter into any arrangement with any bank, insurance company and a Restricted Subsidiary or other lender or investor between Restricted Subsidiaries; (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by 3) the Company or the Guarantor for Restricted Subsidiary on the date such Sale-Leaseback Transaction is to close could create a period, including renewals, Lien on the property involved in excess the Sale-Leaseback Transaction to secure Debt under clause (3) or (7) of three years of any Property which has been owned by Section 4.03; or (4) the Company or the Guarantor for more than 270 Restricted Subsidiary receiving the proceeds from such Sale-Leaseback Transaction, within 180 days and which has been after it is consummated, applies, or is commits to be sold or transferred by the Company or the Guarantor to such lender or investor orapply, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of the sale of the Property sold and leased back pursuant to such arrangement or (B) the fair market value of the property, at the time of such Sale-Leaseback Transaction, as determined by the Board of Directors, or the proceeds to: (i) the acquisition of Restricted Property, including but not limited to, the acquisition, construction, development or improvement of property or equipment which is or upon completion of such acquisition, construction, development or improvement will be, Principal Property so sold or a part of Principal Property; or (ii) if permitted by the terms of Securities of any Series, the redemption of Securities of such Series pursuant to, and leased back at the redemption price referred to in, the Securities and applicable at the time of redemption, or the retirement or redemption of other Long-Term Debt of the Company or a Restricted Subsidiary. However, the Company may not receive credit for: (x) the retirement of other Long-Term Debt at maturity or the redemption of other Long-Term Debt pursuant to any mandatory redemption provision; or (y) the retirement or redemption of any Long-Term Debt that is either subordinated to or junior in right of payment to the Securities, or owed by the Company to a Restricted Subsidiary. Notwithstanding the provisions of this Section 4.04, the Company or any Restricted Subsidiary may enter into a Sale-Leaseback Transaction if, at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) to the retirement of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Sale-Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions Transaction and after giving effect theretoto it, Exempted Debt will does not exceed 1015% of Consolidated Net Tangible Assets. Nothing herein shall restrict the ability The terms of any Subsidiaries Series of the Guarantor (other than the Company) Securities adopted pursuant to enter into sale and leaseback transactionsSection 2.01 may provide that this Section 4.04 is not applicable to such Series.

Limitation on Sale and Leaseback. For so long as The Company will not, nor will it permit any Securities remain Outstanding under this IndentureConsolidated Subsidiary to, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, person providing for the leasing by the Company or the Guarantor any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a period, including renewals, in excess term of not more than three years of any Property which has been owned by and except for leases between the Company and a Consolidated Subsidiary or the Guarantor for more than 270 days and between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company or the Guarantor such Consolidated Subsidiary to such lender person, unless (a) the Company or investor orsuch Subsidiary would be entitled, as pursuant to the provisions of Section 3.05, to issue, assume or guarantee Debt secured by a part mortgage upon such property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities or (b) the Company or a Consolidated Subsidiary, within 120 days of the effective date of any such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (B) the fair market value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any two executive officers and/or Directors mandatory retirement or by way of payment at maturity) of Funded Debt of the Company or any Consolidated Subsidiary (other than Funded Debt owned by the GuarantorCompany or any Consolidated Subsidiary and other than Funded Debt subordinated in the payment of principal or interest to the Securities and except that no Security shall be retired if such retirement of Securities pursuant to this provision would be prohibited by the resolutions or supplemental indentures referred to in Section 2.03), as provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the case Company may be) at its option (i) deliver to the Trustee Securities theretofore purchased or otherwise acquired by the Company, or (ii) receive credit for Securities theretofore redeemed pursuant to the resolutions or supplemental indentures referred to in Section 2.03 hereof, which Securities have not theretofore been made the basis for the reduction of a sinking fund payment pursuant to Section 14.04 or applied in lieu of retiring Funded Debt pursuant hereto. If the Company shall so deliver Securities to the Trustee (or receive credit for Securities so delivered), the amount of cash which the Company shall be required to apply to the retirement of Funded Debt incurred or assumed pursuant to this Section 3.06 shall be reduced by an amount equal to the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option aggregate principal amount of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactionsSecurities.

Limitation on Sale and Leaseback. (a) For so long as any Securities remain Outstanding under this Indenture, neither the Company nor the Guarantor will WPP plc shall not, and shall not permit its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor WPP plc or any Subsidiaryof its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Company WPP plc or the Guarantor such Restricted Subsidiary for a period, including renewals, in excess of three years of any Property assets which has have been owned by the Company WPP plc or the Guarantor any Restricted Subsidiary for more than 270 days and which has have been or is are to be sold or transferred by the Company WPP plc or the Guarantor any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property assets (herein referred to as a “sale and leaseback transaction”) unless the Company WPP plc or the Guarantor such Restricted Subsidiary, within one year after the sale or transfer will have been made by the Company WPP plc or the Guarantor such Restricted Subsidiary, applies an amount equal to the greater of (A) the net proceeds of the sale of the Property assets sold and leased back pursuant to such arrangement or (B) the fair market value of the Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) to the retirement of Debt incurred Indebtedness incurred, assumed or assumed guaranteed by the Company WPP plc or the Guarantor any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt Indebtedness or (ii) to investment in any Property assets of WPP plc or any of its Subsidiaries (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, WPP plc or any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to their respective assets in addition to those permitted above; provided, however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, WPP plc or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the Securities shall be directly secured equally and ratably with such indebtedness. (b) If, as provided in Section 1008, a direct or indirect parent of WPP plc becomes a Guarantor of the Company Securities, then Section 1010(a) shall cease to have effect and the covenant set forth in this Section 1010(b) shall become operative and thereafter, for so long as any Securities remain Outstanding under this Indenture, the Parent Guarantor shall not, and shall not permit its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Parent Guarantor or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Parent Guarantor or such Restricted Subsidiary for a period, including renewals, in excess of three years of any assets which have been owned by the Parent Guarantor or any Restricted Subsidiary for more than 270 days and which have been or are to be sold or transferred by the Parent Guarantor or any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such assets (herein referred to as a “sale and leaseback transaction”) unless the Parent Guarantor or such Restricted Subsidiary, within one year after the sale or transfer will have been made by the Parent Guarantor or such Restricted Subsidiary, applies an amount equal to the net proceeds of the sale of the assets sold and leased back pursuant to such arrangement (i) to the retirement of Indebtedness incurred, assumed or guaranteed by the Parent Guarantor or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Indebtedness or (ii) to investment in any assets of the Parent Guarantor or any of its Subsidiaries (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Parent Guarantor or the Company any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to their respective assets in addition to those permitted above; provided, provided however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein the Parent Guarantor or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the Securities shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale be directly secured equally and leaseback transactionsratably with such indebtedness.

Limitation on Sale and Leaseback. For so long as The Company will not, nor will it permit any Securities remain Outstanding under this IndentureConsolidated Subsidiary to, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, person providing for the leasing by the Company or the Guarantor any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a period, including renewals, in excess term of not more than three years of any Property which has been owned by and except for leases between the Company and a Consolidated Subsidiary or the Guarantor for more than 270 days and between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company or the Guarantor such Consolidated Subsidiary to such lender person, unless (a) the Company or investor orsuch Subsidiary would be entitled, as pursuant to the provisions of Section 10.04, to issue, assume or guarantee Debt secured by a part mortgage upon such property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities or (b) the Company or a Consolidated Subsidiary, within 120 days of the effective date of any such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (B) the fair market value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any two executive officers and/or Directors mandatory retirement or by way of payment at maturity) of Funded Debt of the Company or any Consolidated Subsidiary (other than Funded Debt owned by the GuarantorCompany or any Consolidated Subsidiary and other than Funded Debt subordinated in the payment of principal or interest to the Securities and except that no Security shall be retired if such retirement of Securities pursuant to this provision would be prohibited by the resolutions or supplemental indentures referred to in Section 3.01), as provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the case Company may be) at its option (i) deliver to the Trustee Securities theretofore purchased or otherwise acquired by the Company, or (ii) receive credit for Securities theretofore redeemed pursuant to the resolutions or supplemental indentures referred to in Section 3.01 hereof, which Securities have not theretofore been made the basis for the reduction of a sinking fund payment pursuant to Article 12 or applied in lieu of retiring Funded Debt pursuant hereto. If the Company shall so deliver Securities to the Trustee (or receive credit for Securities so delivered), the amount of cash which the Company shall be required to apply to the retirement of Funded Debt incurred or assumed pursuant to this Section 10.05 shall be reduced by an amount equal to the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option aggregate principal amount of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactionsSecurities.

Limitation on Sale and Leaseback. For so long as any Securities remain Outstanding under this Indenture, neither the Company nor the The Guarantor will not itself, and will not permit any Restricted Subsidiary to, enter into any arrangement (except for temporary leases for a term of not more than three years, or except for sale or transfer and leaseback transactions involving the acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer by the Guarantor or such Restricted Subsidiary for the property so sold or transferred shall be applied as set forth in subparagraph (2) below) with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary)investor, or to which any such lender or investor is a party, providing for the leasing by the Company or to the Guarantor for a period, including renewals, in excess of three years or any Restricted Subsidiary of any Principal Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company Guarantor or the Guarantor any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property property unless, either: (herein referred to as a “sale and leaseback transaction”1) unless the Company or the Guarantor or any Restricted Subsidiary could create Debt secured by a mortgage pursuant to Section 4.06 on the property to be leased without equally and ratably securing the Securities or (2) The Guarantor within one year after the 12 months preceding such sale or transfer will or the 12 months following such sale or transfer, regardless of whether such sale or transfer may have been made by the Company Guarantor or the Guarantor by a Restricted Subsidiary, has applied or applies an amount equal to the greater of (Aa) the net proceeds of the sale of the Property sold and property leased back pursuant to such arrangement or (Bb) the fair market value of the Property property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) arrangement: (i) to the voluntary retirement of Debt incurred debt of the Guarantor or assumed of a Restricted Subsidiary or debt of a Subsidiary guaranteed by the Company or the Guarantor which debt matures by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months one year after the date on which it was originally incurred (collectively herein called "funded debt"); provided that there shall be credited against the amount required by subparagraph (2) to be applied to the retirement of incurringfunded debt an amount equal to: (A) the principal amount of any Securities delivered within the 12 months preceding such sale or transfer or the 12 months following such sale or transfer to the Trustee for voluntary retirement and cancellation, assuming and (B) the principal amount of funded debt, other than Securities, voluntarily retired by the Guarantor within 12 months before or guaranteeing after such Debt or sale; or (ii) to investment in any the acquisition, development or improvement of a Principal Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactionsPrincipal Properties.

Limitation on Sale and Leaseback. For so (a) So long as any Securities remain Outstanding under this IndentureNotes are outstanding, neither the Company nor the Guarantor will not itself, and it will not permit any Restricted Subsidiary to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, Person providing for the leasing by the Company or the Guarantor such Restricted Subsidiary for a period, including renewals, in excess of three years one year of any Principal Property which has been owned by of the Company Company, a Subsidiary Guarantor or the Guarantor for more than 270 days and any Domestic Subsidiary which has been or is to be sold or transferred transferred, more than 180 days after the later of (i) the acquisition thereof, (ii) the completion of construction thereof or (iii) the commencement of full operation thereof, by the Company or the Guarantor any such Restricted Subsidiary to such lender Person or investor or, as a part of such arrangement, to any other Person to whom funds have been or are to be advanced by such lender or investor Person on the security of such Principal Property (herein referred to as a “sale Sale and leaseback transactionLeaseback Transaction”) unless either: (i) the Company or such Restricted Subsidiary could create Debt secured by a Mortgage pursuant to Section 5.01 on the Guarantor Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notes; or (ii) within one year 180 days after the sale or transfer will shall have been made by the Company or by any such Restricted Subsidiary, the Guarantor Company applies an amount equal to the greater of (Ai) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (Bii) the fair market value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors the Chairman and Chief Executive Officer and the Senior Vice President and Chief Financial Officer of the Company or the Guarantor, as the case may be) (iCompany) to the retirement of Funded Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or any Restricted Subsidiary, provided that the Guarantor amount to be applied to the retirement of Funded Debt of the Company or any Restricted Subsidiary shall be reduced by (herein referred a) the principal amount of any Notes delivered within 180 days after such sale to as a “Permitted Sale the Trustee for retirement and Leaseback Transaction”)cancellation, and (b) the principal amount of Funded Debt, other than Notes, voluntarily retired by the Company within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. (b) Notwithstanding the provisions of Section 5.02(a), the Company or any Subsidiary Guarantor or the Company any Domestic Subsidiary may enter into sale a Sale and leaseback transactions Leaseback Transaction in addition to those that permitted aboveby Section 5.02(a) and without any obligation to retire any Notes or other Debt referred to in Section 5.02(a), provided that at the time of entering into such sale Sale and leaseback transactions Leaseback Transaction and after giving effect thereto, Exempted Debt will Debt, in the aggregate, does not exceed 1015% of Consolidated Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries Assets of the Guarantor (other than the Company) to enter into sale and leaseback transactions, taken as a whole.

Limitation on Sale and Leaseback. For The Borrower will not, and will not cause or permit any of its Subsidiaries to, enter into any Sale and Leaseback Transactions, other than the following: (a) presently outstanding Sale and Leaseback Transactions listed on §7.8 of the Disclosure Schedule; (b) any Sale and Leaseback Transaction entered into by the Borrower to finance the payment of all or any part of the purchase price of such real or personal property (including any improvements to existing property) acquired or constructed after the date hereof at the time of or within 270 days following the acquisition or construction of such property, which covers only the real or personal property so acquired and does not in the aggregate exceed the lesser of the purchase price or the fair market value of such property; (c) any Sale and Leaseback Transaction involving property of a Person existing at the time such Person is merged into or consolidated with the Borrower as permitted hereby or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Borrower as permitted hereby; (d) any Sale and Leaseback Transaction in which the lessor is a government or governmental entity and which Sale and Leaseback Transaction is entered into to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of securing all or any part of the cost of constructing or improving the property subject to such Sale and Leaseback Transaction (including, without limitation, Sale and Leaseback Transactions incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (e) any Sale and Leaseback Transaction the net proceeds of which are at least equal to the fair value (as determined by the Borrower’s Board of Directors) of the property leased pursuant to such Sale and Leaseback Transaction, so long as any Securities remain Outstanding under this Indenturewithin 270 days of the effective date of such Sale and Leaseback Transaction, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company Borrower applies (or other lender or investor (not including the Guarantor or any Subsidiary), or irrevocably commits to which any such lender or investor is a party, providing an escrow account for the leasing by the Company purpose or the Guarantor for a period, including renewals, in excess of three years of any Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”purposes hereinafter mentioned) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of such Sale and Leaseback Transaction to either (i) the sale purchase of the Property sold and leased back pursuant other property having a fair market value at least equal to such arrangement or (B) the fair market value of the Property so sold property leased in such Sale and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) to the retirement of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, Leaseback Transaction and having a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt similar utility and function or (ii) to investment in any Property the repayment of Funded Debt of the Company Borrower or the Guarantor retirement of preferred stock of any Subsidiary (herein referred other than preferred stock owned by the Borrower or any Subsidiary) and if any such repayment is applied to as a “Permitted the Loans under this Credit Agreement then upon such repayment the Total Commitment shall be automatically reduced by an amount equal to the amount of such repayment; (f) any Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor Transaction involving any property or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor assets (other than spectrum licenses) now owned or from time to time hereafter acquired by United States Cellular Corporation or any of its Subsidiaries related in any way to the Company) to enter into sale and leaseback transactions.ownership by United States Cellular Corporation or by any of its Subsidiaries of wireless telecommunications towers,

Limitation on Sale and Leaseback. For so So long as any of the Securities remain Outstanding under this IndentureOutstanding, neither the Company will not, nor the Guarantor will it permit its Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company or the Guarantor for a period, including renewals, in excess of three years of any Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of the sale of the Property sold and leased back pursuant to such arrangement or (B) the fair market value of the Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) to the retirement of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions Transaction unless immediately thereafter (and after giving effect theretoto the application of the proceeds, Exempted if any, therefrom), the aggregate amount of Capitalized Rent in respect of Sale and Leaseback Transactions, together with the aggregate principal amount of all Secured Debt will (other than Secured Debt described in clauses (a) to (h), inclusive, of Section 4.7), would not exceed 10% of Net Tangible Assets. Nothing herein Consolidated Capitalization; provided, however, that the foregoing restrictions shall restrict not apply to, and there shall be excluded in computing the ability aggregate amount of Capitalized Rent for the purpose of such restrictions, the following Sale and Leaseback Transactions: (1) any Sale and Leaseback Transaction entered into to finance the payment of all or any part of the purchase price of property acquired or constructed by the Company or a Subsidiary (including any improvements to existing property) or entered into prior to, at the time of or within 120 days after the acquisition or construction of such property, which Sale and Leaseback Transaction is entered into for the purpose of financing all or part of the purchase or construction price thereof; provided, however, that in the case of any Subsidiaries such acquisition, such Sale and Leaseback Transaction shall not involve any property transferred by the Company to a Subsidiary in contemplation of or in connection with such Sale and Leaseback Transaction or involve any property of the Guarantor (Company or a Subsidiary other than the Companyproperty so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or the improvement, is located); (2) any Sale and Leaseback Transaction involving property of a Person existing at the time such Person is merged into or consolidated with the Company or a Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company or a Subsidiary. (3) any Sale and Leaseback Transaction in which the lessor is a government or governmental entity and which Sale and Leaseback Transaction is entered into to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of constructing or improving the property subject to such Sale and Leaseback Transaction (including, without limitation, Sale and Leaseback Transactions incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (4) any Sale and Leaseback Transaction involving the extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of a lease pursuant to a Sale and Leaseback Transaction referred to in the foregoing clauses (a) to enter into sale and leaseback transactions.(c), inclusive; provided, however, that such lease extension, renewal or replacement shall

Limitation on Sale and Leaseback. For so long as any Securities remain Outstanding under this Indenture, neither the Company nor the (a) The Guarantor will -------------------------------- not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, person providing for the leasing by the Company Guarantor or a Restricted Subsidiary of any Principal Property (except for temporary leases for a term of not more than three years or between the Guarantor for or a periodSubsidiary and a Restricted Subsidiary), including renewals, in excess of three years of any Property title to which has been owned by the Company or the Guarantor for more than 270 days and which property has been or is to be sold or transferred by the Company Guarantor or the Guarantor such Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property person (herein referred to as a “sale "Sale and leaseback transaction”) Leaseback Transaction"), unless the Company or the Guarantor within one year after the proceeds ------------------------------ of such sale or transfer will have been made are at least equal to the fair value (as determined by the Company or Board of Directors) of such property and either (i) the Guarantor applies or such - Restricted Subsidiary would be entitled to incur, assume or guarantee Debt secured by a Mortgage on the Principal Property to be leased without equally and ratably securing the Guarantor Obligations pursuant to Section 4.1 or (ii) the -- Guarantor shall, and in any such case the Guarantor covenants that it will, apply an amount equal to the greater of (A) the net proceeds of the sale of the Property sold and leased back pursuant to such arrangement or (B) the fair market value of the Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors the Board of Directors) of the Company or the Guarantor, as the case may be) (i) property so leased to the retirement (other than any mandatory retirement), within 90 days of the effective date of any such Sale and Leaseback Transaction, of Debt incurred or assumed by the Company or of the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 twelve months after the date of incurring, assuming or guaranteeing the creation of such Debt and which ranks prior to or (ii) to investment in any Property of the Company or on a parity with the Guarantor (herein referred to as a “Permitted Obligations; provided, however, that the term -------- ------- Sale and Leaseback Transaction”). Notwithstanding Transaction shall not include any arrangement with the foregoingUnited States of America, any of its territories or possessions, or any state thereof, or any department, agency, instrumentality or political subdivision of any thereof, or any department, agency or instrumentality of any such political subdivision, entered into for the Guarantor purpose of financing all or any part of the purchase price or the Company may enter into sale and leaseback transactions in addition cost of constructing or improving the property subject to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactionsarrangement.

Limitation on Sale and Leaseback. For so long as Transactions The Company will not, and will not permit any Securities remain Outstanding Restricted Subsidiary to, engage in any Sale and Leaseback Transaction with respect to any Property unless: (i) the Sale and Leaseback Transaction was entered into prior to the Issue Date; (ii) the Sale and Leaseback Transaction is solely with the Company and/or one or more Subsidiaries of the Company; (iii) the lease is for a period not in excess of 36 months, including renewals; (iv) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled (other than pursuant to clause (k) of the definition of “Permitted Liens”), without equally and ratably securing the Notes then outstanding under this Indenture, neither to Incur a Lien on such Property securing Indebtedness in the Company nor amount of the Guarantor will enter into any arrangement with any bank, insurance company or other lender or investor Attributable Debt arising from such Sale and Leaseback Transaction; (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by v) the Company or such Restricted Subsidiary, within 360 days after the Guarantor for a period, including renewals, in excess of three years of any Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security sale of such Property (herein referred to as a “sale in connection with such Sale and leaseback transaction”) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor Leaseback Transaction is completed, applies an amount equal to the greater of (A) the net proceeds of the sale of the such Property sold and leased back pursuant to such arrangement or (Ba) the fair market value prepayment, repayment, redemption, purchase or retirement of the Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors Notes or other long-term Indebtedness of the Company or such Restricted Subsidiary, (b) the Guarantorpurchase, construction, development, expansion or improvement of assets or (c) a combination thereof; or (vi) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions entered into after the Issue Date then outstanding (other than any such Sale and Leaseback Transaction as the case may be) would be permitted as described in clauses (i) to through (v) of this Section 412, would not exceed the retirement greater of Debt incurred or assumed by (x) the greater of (i) $1.795 billion and (ii) 100.0% of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters of the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after ending prior to the date of incurringsuch determination for which consolidated financial statements of the Company (or, assuming or guaranteeing such any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) are available, and (y) an amount that does not cause the Consolidated Secured Leverage Ratio to exceed 2.0 to 1.0; provided that any Attributable Debt or of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions entered into pursuant to this Clause (iivi) shall, in each case, be deemed to investment in any be secured by a Lien on the Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time its Restricted Subsidiaries for purposes of entering into calculating such sale and leaseback transactions and after giving effect thereto, Exempted Consolidated Secured Leverage Ratio irrespective of whether such Attributable Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactionsactually constitutes secured Indebtedness.

Limitation on Sale and Leaseback. For The Borrower will not, --------------------------------- and will not cause or permit any of its Subsidiaries to, enter into any Sale and Leaseback Transactions, other than the following: (a) any Sale and Leaseback Transaction entered into by the Borrower to finance the payment of all or any part of the purchase price of such real or personal property (including any improvements to existing property) acquired or constructed after the date hereof at the time of or within 270 days following the acquisition or construction of such property, which covers only the real or personal property so acquired and does not in the aggregate exceed the lesser of the purchase price or the fair market value of such property; (b) any Sale and Leaseback Transaction involving property of a Person existing at the time such Person is merged into or consolidated with the Borrower as permitted hereby or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Borrower as permitted hereby; (c) any Sale and Leaseback Transaction the net proceeds of which are at least equal to the fair value (as determined by the Borrower's Board of Directors) of the property leased pursuant to such Sale and Leaseback Transaction, so long as any Securities remain Outstanding under this Indenturewithin 270 days of the effective date of such Sale and Leaseback Transaction, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company Borrower applies (or other lender or investor (not including the Guarantor or any Subsidiary), or irrevocably commits to which any such lender or investor is a party, providing an escrow account for the leasing by the Company purpose or the Guarantor for a period, including renewals, in excess of three years of any Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”purposes hereinafter mentioned) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of such Sale and Leaseback Transaction to either (x) the sale purchase of the Property sold and leased back pursuant other property having a fair market value at least equal to such arrangement or (B) the fair market value of the Property so sold property leased in such Sale and leased back at Leaseback Transaction and having a similar utility and function or (y) the time repayment of entering into such arrangement (as determined by any two executive officers and/or Directors Funded Debt of the Company Borrower or the Guarantor, as the case may be) (i) to the retirement of Debt incurred or assumed preferred stock of any Subsidiary (other than preferred stock owned by the Company Borrower or any Subsidiary) and if any such repayment is applied to the Guarantor which Loans under this Credit Agreement then upon such repayment the Total Commitment shall be automatically reduced by its terms matures at, or is extendible or renewable at an amount equal to the option amount of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or repayment; (iid) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor Transaction involving any property or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor assets (other than spectrum licenses) now owned or from time to time hereafter acquired by the CompanyBorrower or any of its Subsidiaries related in any way to the ownership by the Borrower or by any of its Subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (e) any Sale and Leaseback Transaction involving the extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of a lease pursuant to enter into sale a Sale and leaseback transactionsLeaseback Transaction referred to in the foregoing clauses (a) through (d), inclusive; provided, however, that any such lease, extension, renewal or replacement shall be limited to all or any part of the same property leased under the lease so extended, renewed or replaced (plus improvements to such property); and (f) any other Sale and Leaseback Transactions so long as the net book value of all of the property and assets subject to all of such other Sale and Leaseback Transactions, together with the net book value of all of the property and assets subject to Liens permitted by Section 7.2(n), shall not at any time in the aggregate exceed more than ten percent (10%) of Consolidated Net Assets.

Limitation on Sale and Leaseback. For so long as The Company shall not, and shall not permit any Securities remain Outstanding under this IndentureRestricted Subsidiary to, neither the Company nor the Guarantor will enter into any arrangement Sale and Leaseback Transaction unless the net cash proceeds therefrom are applied as follows: to the extent that the aggregate amount of net cash proceeds (net of all legal, title, and recording tax expenses, commissions, and other fees and expenses incurred, and all federal, state, provincial, foreign, and local or other taxes and reserves required to be accrued as a liability, as a consequence of such Sale and Leaseback Transaction, net of all payments made on any Indebtedness that is secured by the assets subject to such Sale and Leaseback Transaction in accordance with the terms of any Liens upon or with respect to such assets or which must by the terms of such Lien, or in order to obtain a necessary consent to such Sale and Leaseback Transaction or by applicable law be repaid out of the proceeds from such Sale and Leaseback Transaction, and net of all distributions and other payments made to minority interest holders in Subsidiaries or joint ventures as a result of such Sale and Leaseback Transaction) from such Sale and Leaseback Transaction that shall not have been reinvested in the business of the Company or its Subsidiaries or used to reduce Senior Indebtedness of the Company or its Subsidiaries within 12 months of the receipt of such proceeds (with Cash Equivalents being deemed to be proceeds upon receipt of such Cash Equivalents and cash payments under promissory notes secured by letters of credit or similar assurances of payment issued by commercial banks of recognized standing being deemed to be proceeds upon receipt of such payments) shall exceed $100.0 million (“Excess Sale Proceeds”) from time to time, the Company shall offer to repurchase the Notes pursuant to an Offer to Purchase with such Excess Sale Proceeds (on a pro rata basis with any bankother Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, insurance company or other lender or investor based on the principal amount of such Senior Indebtedness required to be repurchased) at 100% of the principal amount thereof, plus accrued and unpaid interest, and to pay related costs and expenses. Such Offer to Purchase shall be made by delivery of a written notice to the Trustee and to each Holder of Notes at the address appearing in the security register, by first class mail, postage prepaid (not including or, in the Guarantor or any Subsidiarycase of Global Notes, such notice shall be delivered to DTC for communication to entitled account Holders), or to which any such lender or investor is a party, providing for the leasing by the Company or or, at the Guarantor for Company’s written request given at least five Business Days before such notice is to be sent, by the Trustee in the name and at the expense of the Company, on a period, including renewals, in excess of three years of any Property which has been owned date selected by the Company or not later than 12 months from the Guarantor for more than 270 days and which has been or date such Offer to Purchase is required to be sold made pursuant to the immediately preceding sentence. To the extent that the aggregate purchase price for the Notes or transferred other Senior Indebtedness tendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in such offer, an amount of Excess Sale Proceeds equal to such shortfall shall cease to be Excess Sale Proceeds and may thereafter be used for general corporate purposes. On the Purchase Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Offer to Purchase in an aggregate principal amount equal to the Purchase Amount (selected by the Company Trustee by lot or on a pro rata basis (and in the Guarantor case of Global Notes, in accordance with the applicable procedures of DTC) and equal to such lender $2,000 or investor oran integral multiple of $1,000 in excess thereof) of the principal amount of Notes of a denomination larger than $2,000), as a part (ii) deposit with the Paying Agent money sufficient to pay the purchase price of such arrangement, all Notes or portions thereof so accepted and (iii) deliver to any Person the Trustee Notes so accepted. The Paying Agent shall promptly mail (or pay by wire transfer) to whom funds have been or are to be advanced by such lender or investor on the security Holders of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies Notes so accepted payment in an amount equal to the greater of (A) purchase price, and, at the net proceeds written direction of the sale Company, the Trustee shall promptly authenticate and send to such Holders a new security equal in principal amount to any unpurchased portion of each security surrendered (or, in the case of Global Notes, cause the principal amount of such global security to be adjusted appropriately). Election of the Property sold and leased back pursuant Offer to Purchase by a Holder of Notes shall (unless otherwise provided by law) be irrevocable. The payment of accrued interest as part of any repurchase price on any Purchase Date shall be subject to the right of Holders of record of Notes on the applicable record date to receive interest due on an interest payment date that is on or prior to such arrangement Purchase Date. To the extent that the provisions of any securities laws or (B) regulations conflict with the fair market value provisions of the Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) Indenture related to the retirement of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted limitations on Sale and Leaseback Transaction”). Notwithstanding the foregoingTransactions, the Guarantor or Company shall comply with the Company may enter into sale applicable securities laws and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale regulations and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict be deemed to have breached its obligations under the ability of any Subsidiaries provisions of the Guarantor (other than the Company) Indenture related to enter into sale limitations on Sale and leaseback transactionsLeaseback Transactions by virtue of such conflicts.

Limitation on Sale and Leaseback. For so long as any Securities remain Outstanding under this Indenture, neither the Company nor the The Guarantor will not itself, and will not permit any Restricted Subsidiary to, enter into any arrangement (except for temporary leases for a term of not more than three years, or except for sale or transfer and leaseback transactions involving the acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer by the Guarantor or such Restricted Subsidiary for the property so sold or transferred shall be applied as set forth in subparagraph (2) below) with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary)investor, or to which any such lender or investor is a party, providing for the leasing by the Company or to the Guarantor for a period, including renewals, in excess of three years or any Restricted Subsidiary of any Principal Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company Guarantor or the Guarantor any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property property unless, either: (herein referred to as a “sale and leaseback transaction”1) unless the Company or the Guarantor or any Restricted Subsidiary could create Debt secured by a mortgage pursuant to Section 4.06 on the property to be leased without equally and ratably securing the Securities or (2) The Guarantor within one year after the 12 months preceding such sale or transfer will or the 12 months following such sale or transfer, regardless of whether such sale or transfer may have been made by the Company Guarantor or the Guarantor by a Restricted Subsidiary, has applied or applies an amount equal to the greater of (Aa) the net proceeds of the sale of the Property sold and property leased back pursuant to such arrangement or (Bb) the fair market value of the Property property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) arrangement: (i) to the voluntary retirement of Debt incurred debt of the Guarantor or assumed of a Restricted Subsidiary or debt of a Subsidiary guaranteed by the Company or the Guarantor which debt matures by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months one year after the date on which it was originally incurred (collectively herein called “funded debt”); provided that there shall be credited against the amount required by subparagraph (2) to be applied to the retirement of incurringfunded debt an amount equal to: (A) the principal amount of any Securities delivered within the 12 months preceding such sale or transfer or the 12 months following such sale or transfer to the Trustee for voluntary retirement and cancellation, assuming and (B) the principal amount of funded debt, other than Securities, voluntarily retired by the Guarantor within 12 months before or guaranteeing after such Debt or sale; or (ii) to investment in any the acquisition, development or improvement of a Principal Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactionsPrincipal Properties.

Limitation on Sale and Leaseback. For so So long as any Securities remain Outstanding under this IndentureNotes are outstanding, neither the Company nor the Guarantor will not, and will not permit any of its Subsidiaries to, enter into any arrangement Sale and Leaseback Transaction unless: (i) the Sale and Leaseback Transaction is solely with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company or any of its Subsidiaries; (ii) the Guarantor lease is for a periodperiod not in excess of 24 months, including renewals, in excess of three years of any Property which has been owned by ; (iii) the Company or such Subsidiary would (at the Guarantor for more than 270 days time of entering into such arrangement) be entitled as described in clauses (i) through (ix) of Section 5.01(b), without equally and which has been ratably securing the Notes then outstanding under the Indenture, to create, incur, issue, assume or is to be sold guarantee Indebtedness secured by a Lien on such property or transferred by assets in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (iv) the Company or the Guarantor to such lender or investor orSubsidiary, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year 360 days after the sale of property or transfer will have been made by the Company or the Guarantor 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 the such Principal Property sold and leased back pursuant to such arrangement or (B) the fair market value of such Principal Property to (1) the Property so sold and leased back at retirement of Notes, other Funded Debt of the time Company ranking on a parity with the Notes or Funded Debt of entering into such arrangement (as determined by any two executive officers and/or Directors a Subsidiary of the Company or (2) the Guarantor, as the case may be) (i) purchase of property or assets used or useful in its business or to the retirement of long-term indebtedness; or (v) the Attributable Debt incurred or assumed by of the Company and its Subsidiary in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the Closing Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (i) through (iv) of Section 5.03), plus the aggregate principal amount (without duplication) of (x) Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by Liens described in clauses (i) through (ix) of Section 5.01(b)) which do not equally and ratably secure the Notes (or secure Notes on a basis that is prior to other Indebtedness secured thereby) and (y) Non-Guarantor Subsidiary Debt (with the exception of Non-Guarantor Subsidiary Debt which by its terms matures atis described in clauses (i) through (vi) of Section 5.02(b)), or is extendible or renewable at would not exceed an amount equal to (x) 15% of Consolidated Net Tangible Assets less (y) the option aggregate principal amount of the obligor toSecured Notes outstanding at such time and the amount of (i) any Indebtedness incurred to extend, a date more than 12 months after renew, replace or refund the date of incurringSecured Notes secured by Liens pursuant to Section 5.01(b)(viii), assuming or guaranteeing such Debt or (ii) any Indebtedness incurred pursuant to investment in Section 5.01(b)(viii) above to refinance Indebtedness incurred pursuant to Section 5.01(c) and (iii) any Property of the Company or the Guarantor (herein referred Indebtedness incurred pursuant to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the CompanySection 5.02(b)(iv) to enter into sale and leaseback transactionsrefinance Indebtedness incurred pursuant to Section 5.02(c) (but excluding any Additional Refinancing Amount).

Limitation on Sale and Leaseback. For so long as (a) The Company agrees that it will not, and will not permit any Securities remain Outstanding under this Indenture, neither the Company nor the Guarantor will Restricted Subsidiary to enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, person providing for the leasing by the Company or the Guarantor for a period, including renewals, in excess of three years any Restricted Subsidiary of any Operating Property which has been owned by the Company or the Guarantor for more than 270 days and which that has been or is to be sold or transferred by the Company or the Guarantor such Restricted Subsidiary to such lender or investor or, as person with the intention of taking back a part lease of such arrangementproperty (a “Sale and Leaseback Transaction”), to without equally and ratably securing the Securities (and, if the Company shall so determine, any Person to whom funds other Debt ranking equally with the Securities), unless the terms of such sale or transfer have been or are determined by the Board of Directors to be advanced by such lender fair and arm’s-length and either: • within 180 days after the receipt of the proceeds of the sale or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless transfer, the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor any Restricted Subsidiary applies an amount equal to the greater of (A) the net proceeds of the sale of the Property sold and leased back pursuant to such arrangement or (B) transfer or the fair market value of the such Operating Property so sold and leased back at the time of entering into such arrangement sale or transfer to the prepayment or retirement (as determined by other than any two executive officers and/or Directors mandatory prepayment or retirement) of Senior Funded Debt; or • the Company or such Restricted Subsidiary would be entitled, at the Guarantoreffective date of the sale or transfer, as to incur Debt secured by a Mortgage on such Operating Property, in an amount at least equal to the case may beAttributable Debt in respect of the Sale and Leaseback Transaction, without equally and ratably securing the Securities pursuant to Section 10.5 above. (b) The foregoing restriction in paragraph (a) above will not apply to any Sale and Leaseback Transaction (i) to the retirement for a term of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date not more than 12 months after the date of incurringthree years including renewals, assuming or guaranteeing such Debt or (ii) to investment in any Property of between the Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactionswholly owned Restricted Subsidiary.

Limitation on Sale and Leaseback. For so long as (a) The Company shall not itself, and it shall not permit any Securities remain Outstanding under this IndentureDomestic Subsidiary to, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor Company or any Domestic Subsidiary), ) or to which any such lender or investor is a party, providing for the leasing by the Company or the Guarantor such Subsidiary for a period, including renewals, in excess of three years of any Principal Manufacturing Property which has been owned by of the Company or the Guarantor for more than 270 days and any Domestic Subsidiary which has been or is to be sold or transferred transferred, more than 180 days after the later of (i) the acquisition thereof, (ii) the completion of construction thereof or (iii) the commencement of full operation thereof, by the Company or the Guarantor any such Subsidiary to such lender or investor or, as a part of such arrangement, or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Manufacturing Property (herein referred to as a “sale Sale and leaseback transactionLeaseback Transaction”) unless either: (1) the Company or such Domestic Subsidiary could create Debt secured by a Mortgage pursuant to Section 4.07 on the Guarantor Principal Manufacturing Property to be leased back in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notes, or (2) the Company within one year 180 days after the sale or transfer will shall have been made by the Company or the Guarantor by any such Subsidiary, applies an amount equal to the greater of (Ai) the net proceeds of the sale of the Principal Manufacturing Property sold and leased back pursuant to such arrangement or (Bii) the fair market value of the Principal Manufacturing Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or following: the GuarantorChairman, as President, any Vice President, Treasurer and Controller of the case may be) (iCompany) to the retirement of Funded Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or any Domestic Subsidiary; provided that the Guarantor amount to be applied to the retirement of Funded Debt of the Company or any Domestic Subsidiary shall be reduced by (herein referred a) the principal amount of any Notes delivered within 180 days after such sale to as a “Permitted Sale the Trustee for retirement and Leaseback Transaction”)cancellation, and (b) the principal amount of Funded Debt, other than Notes, voluntarily retired by the Company within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause may be effected by payment at maturity or pursuant to any mandatory prepayment provision. (b) Notwithstanding the Guarantor or provisions of paragraph (a) of this Section 4.08, the Company or any Domestic Subsidiary may enter into sale a Sale and leaseback transactions Leaseback Transaction in addition to those that permitted aboveby paragraph (a) of this Section 4.08 and without any obligation to retire any Notes or other indebtedness referred to in paragraph (a) of this Section 4.08, provided that at the time of entering into such sale Sale and leaseback transactions Leaseback Transaction and after giving effect thereto, Exempted Debt will does not exceed 1015% of Consolidated Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries Assets of the Guarantor (other than the Company) to enter into sale Company and leaseback transactionsits Subsidiaries, taken as a whole.

Limitation on Sale and Leaseback. For so long as The Guarantor shall not, and it shall not permit any Securities remain Outstanding under this IndentureRestricted Subsidiary to, neither enter into a Sale-Leaseback Transaction unless: (1) the Company nor lease has a term including renewal rights of three years or less; (2) the lease is between the Guarantor will enter into any arrangement with any bank, insurance company and a Restricted Subsidiary or other lender or investor between Restricted Subsidiaries; (not including 3) the Guarantor or any Subsidiary)the Restricted Subsidiary on the date such Sale-Leaseback Transaction is to close could create a Lien on the Principal Property involved in the Sale-Leaseback Transaction to secure Debt under clause (3) or (7) of Section 4.03; or (4) the Guarantor or the Restricted Subsidiary receiving the proceeds from such Sale-Leaseback Transaction, within 180 days after it is consummated, applies, or commits to which any such lender or investor is a partyapply, providing for the leasing by the Company or the Guarantor for a period, including renewals, in excess of three years of any Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of the sale of the Property sold and leased back pursuant to such arrangement or (B) the fair market value of the property, at the time of such Transaction, as determined by the board of directors of the Guarantor, or the proceeds to: (i) the acquisition of Restricted Property, including but not limited to, the acquisition, construction, development or improvement of property or equipment which is or upon completion of such acquisition, construction, development or improvement will be, Principal Property so sold or a part of Principal Property; or (ii) the redemption of Securities pursuant to, and leased back at the redemption price referred to in, this Agreement and applicable at the date of redemption, or if permitted by the terms thereof, the retirement or redemption of Long-Term Debt of the Guarantor or any of its Restricted Subsidiaries. However, the Guarantor or its Restricted Subsidiary may not receive credit for: (x) the retirement of Long-Term Debt at maturity or the redemption of other Long-Term Debt pursuant to any mandatory redemption provision, or (y) the retirement or redemption of any Long-Term Debt that is either subordinated to or junior in right of payment to the Securities, or owed by the Guarantor to any of its Restricted Subsidiaries. Notwithstanding the provisions of this Section 4.04, the Guarantor or any Restricted Subsidiary may enter into a Sale-Leaseback Transaction if, at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) to the retirement of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions Transaction and after giving effect theretoto it, Exempted Debt will does not exceed 10% of Consolidated Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactions.

Limitation on Sale and Leaseback. For so long as The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 2.03. (a) The Issuer will not, nor will it permit any Securities remain Outstanding under this IndentureRestricted Subsidiary to, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, Person providing for the leasing by the Company Issuer or the Guarantor any Restricted Subsidiary of any Principal Manufacturing Property, whether such Principal Manufacturing Property is now owned or hereafter acquired, except for temporary leases for a periodterm, including renewalsrenewals at the option of the lessee, in excess of not more than three years of any Property and except for leases between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries, which has been owned by the Company or the Guarantor for more than 270 days and which property has been or is to be sold or transferred by the Company Issuer or the Guarantor such Restricted Subsidiary to such lender or investor or, as Person with the intention of taking back a part lease of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property property (herein referred to as a “"sale and leaseback transaction”") unless the Company or the Guarantor within one year after the proceeds of such sale or transfer will have been made by the Company or the Guarantor applies an amount shall be at least equal to the greater of (A) the net proceeds of the sale of the Property sold and leased back pursuant to such arrangement or (B) the fair market value of the Property so sold and leased back at the time of entering into such arrangement (property as determined by any two executive officers and/or resolution adopted by the Board of Directors and either: (i) the Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.06, to issue or assume Debt secured by a Mortgage on such property at least equal in amount to the Company Attributable Debt in respect of such sale and leaseback transaction without equally and ratably securing the Securities; provided, however, that from and after the date on which such sale and leaseback transaction becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Section 3.06 and this Section 3.07 to be Debt subject to the provisions of Section 3.06; or (ii) within a period commencing 12 months prior to the consummation of such sale and leaseback transaction and ending 12 months after the consummation of such sale and leaseback transaction, the Issuer or the GuarantorRestricted Subsidiary, as the case may be, has expended, or will expend, for Principal Manufacturing Property an amount equal to (A) the proceeds of such sale and leaseback transaction and the Issuer elects to designate such amount as a credit against such sale and leaseback transaction or (B) a part of the proceeds of such sale and leaseback transaction and the Issuer elects to designate such amount as a credit against such sale and leaseback transaction and treats an amount equal to the remainder of the proceeds as provided in clause (iii) hereof; or (iii) such sale or transfer does not come within the exceptions provided by clause (i) hereof and the Issuer does not make the election permitted by clause (ii) hereof or makes such election only as to part of such proceeds, in either of which events the Issuer will (A) within 120 days after such sale and leaseback transaction, apply an amount equal to the Attributable Debt in respect of such sale and leaseback transaction (less an amount equal to the amount, if any, elected under clause (ii) hereof) to the retirement (other than any mandatory retirement or by way of payment at maturity) of Funded Debt incurred of the Issuer or assumed by the Company or the Guarantor which by its terms matures atany Restricted Subsidiary, or is extendible or renewable at (B) consider an amount equal to the option Attributable Debt in respect of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and transaction (less an amount equal to the amount, if any, elected under clause (ii) hereof) to be Attributable Debt for purposes of the calculation of Exempted Debt; provided, that, after giving effect thereto, Exempted Debt will does not exceed 105% of Consolidated Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactions.

Limitation on Sale and Leaseback. For so long as The Company shall not, and shall not permit any Securities remain Outstanding under this IndentureRestricted Subsidiary to, neither the Company nor the Guarantor will enter into any arrangement Sale and Leaseback Transaction unless the net cash proceeds therefrom are applied as follows: to the extent that the aggregate amount of net cash proceeds (net of all legal, title, and recording tax expenses, commissions, and other fees and expenses incurred, and all federal, state, provincial, foreign, and local or other taxes and reserves required to be accrued as a liability, as a consequence of such Sale and Leaseback Transaction, net of all payments made on any Indebtedness that is secured by the assets subject to such Sale and Leaseback Transaction in accordance with the terms of any Liens upon or with respect to such assets or which must by the terms of such Lien, or in order to obtain a necessary consent to such Sale and Leaseback Transaction or by applicable law be repaid out of the proceeds from such Sale and Leaseback Transaction, and net of all distributions and other payments made to minority interest holders in Subsidiaries or joint ventures as a result of such Sale and Leaseback Transaction) from such Sale and Leaseback Transaction that shall not have been reinvested in the business of the Company or its Subsidiaries or used to reduce Senior Indebtedness of the Company or its Subsidiaries within 12 months of the receipt of such proceeds (with Cash Equivalents being deemed to be proceeds upon receipt of such Cash Equivalents and cash payments under promissory notes secured by letters of credit or similar assurances of payment issued by commercial banks of recognized standing being deemed to be proceeds upon receipt of such payments) shall exceed $100.0 million (“Excess Sale Proceeds”) from time to time, the Company shall offer to repurchase pursuant to an Offer to Purchase with such Excess Sale Proceeds (on a pro rata basis with any bankother Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, insurance company or other lender or investor based on the principal amount of such Senior Indebtedness required to be repurchased) at 100% of principal amount, plus accrued and unpaid interest, and to pay related costs and expenses. Such Offer to Purchase shall be made by delivery of a notice to the Trustee and to each Holder of Notes at the address appearing in the security register, by first class mail, postage prepaid (not including or, in the Guarantor or any Subsidiarycase of Global Notes, such notice shall be delivered to the Depositary for communication to entitled account Holders), or to which any such lender or investor is a party, providing for the leasing by the Company or or, at the Guarantor for Company’s request given at least five Business Days before such notice is to be sent, by the Trustee in the name and at the expense of the Company, on a period, including renewals, in excess of three years of any Property which has been owned date selected by the Company or not later than 12 months from the Guarantor for more than 270 days and which has been or date such Offer to Purchase is required to be sold made pursuant to the immediately preceding sentence. To the extent that the aggregate purchase price for the Notes or transferred by other Senior Indebtedness tendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in such offer, an amount of Excess Sale Proceeds equal to such shortfall shall cease to be Excess Sale Proceeds and may thereafter be used for general corporate purposes. On the Purchase Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Guarantor Offer to such lender Purchase in an aggregate principal amount equal to the Purchase Amount (selected by lot or investor oron a pro rata basis (and in the case of Global Notes, as in accordance with the applicable procedures of the Depositary) and equal to $2,000 or an integral multiple of $1,000 in excess thereof) of the principal amount of Notes of a part denomination larger than $2,000), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of such arrangement, all Notes or portions thereof so accepted and (iii) deliver to any Person the Trustee Notes so accepted. The Paying Agent shall promptly mail (or pay by wire transfer) to whom funds have been or are to be advanced by such lender or investor on the security Holders of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies Notes so accepted payment in an amount equal to the greater of (A) purchase price, and, at the net proceeds written direction of the sale Company, the Trustee shall promptly authenticate and send to such Holders a new security equal in principal amount to any unpurchased portion of each security surrendered (or, in the case of Global Notes, cause the principal amount of such global security to be adjusted appropriately). Election of the Property sold and leased back pursuant Offer to Purchase by a Holder of Notes shall (unless otherwise provided by law) be irrevocable. The payment of accrued interest as part of any repurchase price on any Purchase Date shall be subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on an interest payment date that is on or prior to such arrangement Purchase Date. To the extent that the provisions of any securities laws or (B) regulations conflict with the fair market value provisions of the Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) this Indenture related to the retirement of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted limitations on Sale and Leaseback Transaction”). Notwithstanding the foregoingTransactions, the Guarantor or Company shall comply with the Company may enter into sale applicable securities laws and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale regulations and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% be deemed to have breached its obligations under the provisions of Net Tangible Assets. Nothing herein shall restrict the ability this Indenture related to limitations on Sale and Leaseback Transactions by virtue of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactionssuch conflicts.

Limitation on Sale and Leaseback. For The Borrower will not, and will not cause or permit any of its Subsidiaries to, enter into any Sale and Leaseback Transactions, other than the following: (a) any Sale and Leaseback Transaction entered into by the Borrower to finance the payment of all or any part of the purchase price of such real or personal property (including any improvements to existing property) acquired or constructed after the date hereof at the time of or within 270 days following the acquisition or construction of such property, which covers only the real or personal property so acquired and does not in the aggregate exceed the lesser of the purchase price or the fair market value of such property; (b) any Sale and Leaseback Transaction involving property of a Person existing at the time such Person is merged into or consolidated with the Borrower as permitted hereby or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Borrower as permitted hereby; (c) any Sale and Leaseback Transaction the net proceeds of which are at least equal to the fair value (as determined by the Borrower’s Board of Directors) of the property leased pursuant to such Sale and Leaseback Transaction, so long as any Securities remain Outstanding under this Indenturewithin 270 days of the effective date of such Sale and Leaseback Transaction, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company Borrower applies (or other lender or investor (not including the Guarantor or any Subsidiary), or irrevocably commits to which any such lender or investor is a party, providing an escrow account for the leasing by the Company purpose or the Guarantor for a period, including renewals, in excess of three years of any Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”purposes hereinafter mentioned) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of such Sale and Leaseback Transaction to either (i) the sale purchase of the Property sold and leased back pursuant other property having a fair market value at least equal to such arrangement or (B) the fair market value of the Property so sold property leased in such Sale and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the GuarantorLeaseback Transaction and having a similar utility and function, as the case may be) (i) to the retirement of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property the repayment of Funded Debt of the Company Borrower or the Guarantor retirement of preferred stock of any Subsidiary (herein referred other than preferred stock owned by the Borrower or any Subsidiary), and if any such repayment is applied to as a “Permitted the Loans under this Agreement, then, upon such repayment, the Total Commitment shall be automatically reduced by an amount equal to the amount of such repayment; (d) any Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor Transaction involving any property or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor assets (other than spectrum licenses) now owned or from time to time hereafter acquired by the CompanyBorrower or any of its Subsidiaries related in any way to the ownership by the Borrower or by any of its Subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (e) any Sale and Leaseback Transaction involving the extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of a lease pursuant to enter into sale a Sale and leaseback transactions.Leaseback Transaction referred to in the foregoing clauses (a) through (d), inclusive; provided,however, that any such lease, extension, renewal or replacement shall be limited to all or any part of the same property leased under the lease so extended, renewed or replaced (plus improvements to such property); and (f) any other Sale and Leaseback Transactions so long as the net book value of all of the property and assets subject to all of such other Sale and Leaseback Transactions, together with the net book value of all of the property and assets subject to Liens permitted by §7.2(n),

Limitation on Sale and Leaseback. For so long as The Company shall not, and it shall not permit any Securities remain Outstanding under this IndentureRestricted Subsidiary to, neither enter into a Sale-Leaseback Transaction unless: (1) the lease has a term including renewal rights of three years or less; (2) the lease is between the Company nor the Guarantor will enter into any arrangement with any bank, insurance company and a Restricted Subsidiary or other lender or investor between Restricted Subsidiaries; (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by 3) the Company or the Guarantor for Restricted Subsidiary on the date such Transaction is to close could create a period, including renewals, Lien on the property involved in excess the Sale-Leaseback Transaction to secure Debt under clause (3) or (7) of three years of any Property which has been owned by Section 4.03; or (4) the Company or the Guarantor for more than 270 Restricted Subsidiary receiving the proceeds from such Sale-Leaseback Transaction, within 180 days and which has been after it is consummated, applies, or is commits to be sold or transferred by the Company or the Guarantor to such lender or investor orapply, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of the sale of the Property sold and leased back pursuant to such arrangement or (B) the fair market value of the property, at the time of such Transaction, as determined by the Board of Directors, or the proceeds to: (i) the acquisition of Restricted Property, including but not limited to, the acquisition, construction, development or improvement of property or equipment which is or upon completion of such acquisition, construction, development or improvement will be, Principal Property so sold or a part of Principal Property; or (ii) if permitted by the terms of Securities of any Series, the redemption of Securities of such Series pursuant to, and leased back at the redemption price referred to in, the Securities and applicable at the time of redemption, or the retirement or redemption of other Long-Term Debt of the Company or a Restricted Subsidiary. However, the Company may not receive credit for: (x) the retirement of other Long-Term Debt at maturity or the redemption of other Long-Term Debt pursuant to any mandatory redemption provision; or (y) the retirement or redemption of any Long-Term Debt that is either subordinated to or junior in right of payment to the Securities, or owed by the Company to a Restricted Subsidiary. Notwithstanding the provisions of this Section 4.04, the Company or any Restricted Subsidiary may enter into a Sale-Leaseback Transaction if, at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) to the retirement of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions Transaction and after giving effect theretoto it, Exempted Debt will does not exceed 10% of Consolidated Net Tangible Assets. Nothing herein shall restrict the ability The terms of any Subsidiaries Series of the Guarantor (other than the Company) Securities adopted pursuant to enter into sale and leaseback transactionsSection 2.01 may provide that this Section 4.04 is not applicable to such Series.

Limitation on Sale and Leaseback. For so long as any Securities remain Outstanding under this Indenture, neither the Company nor the Guarantor will not, and will not permit its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor Company or any Subsidiaryof its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Company or the Guarantor such Subsidiary for a period, including renewals, in excess of three years of any Property assets which has been owned by the Company or the Guarantor any Restricted Subsidiary for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property assets (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor such Restricted Subsidiary, within one year after the sale or transfer will have been made by the Company or the Guarantor such Restricted Subsidiary, applies an amount equal to the greater of (A) the net proceeds of the sale of the Property assets sold and leased back pursuant to such arrangement or (B) the fair market value of the Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) to the retirement of Debt incurred Indebtedness incurred, assumed or assumed guaranteed by the Company or the Guarantor any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt Indebtedness or (ii) to investment in any Property assets of the Company or the Guarantor any of its Subsidiaries (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor Company or the Company any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to their respective assets in addition to those permitted above; provided, provided however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein the Company or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the Securities shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale be directly secured equally and leaseback transactionsratably with such indebtedness.

Limitation on Sale and Leaseback. For so long as (a) The Company will not, nor will it permit any Securities remain Outstanding under this IndentureRestricted Subsidiary to, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, person providing for the leasing (as lessee) by the Company or the Guarantor any Restricted Subsidiary of any Principal Property (except for temporary leases for a periodterm, including renewalsany renewal thereof, in excess of not more than three years of any Property which has been owned by and except for leases between the Company and a Restricted Subsidiary or the Guarantor for more than 270 days and between Restricted Subsidiaries) 42 which property has been or is to be sold or transferred by the Company or the Guarantor a Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property person (herein referred to as a “sale "Sale and leaseback transaction”Leaseback Transaction") unless either (i) the Company or such Restricted Subsidiary would be entitled to incur a Lien on such Principal Property without equally and ratably securing the Guarantor within one year after Securities pursuant to paragraph (a) of Section 10.08 or (ii) the proceeds of such sale or transfer will have been made by are at least equal to the fair value of the Principal Property sold and the Company or the Guarantor applies shall apply an amount equal to the greater net proceeds of such sale to (A) the net proceeds retirement of Secured Debt of the sale of the Property sold and leased back pursuant to such arrangement Company or a Restricted Subsidiary or (B) the fair market value acquisition, construction or improvement of a Principal Property, in the case of either clause (A) or (B) within 180 days of the Property so sold effective date of any such Sale and leased back Leaseback Transaction. (b) Notwithstanding the provisions of paragraph (a) of this Section 10.9, the Company or any Restricted Subsidiary may enter into Sale and Leaseback Transactions, if at the time of such entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantorinto, as the case may be) (i) to the retirement of Debt incurred or assumed by the Company or the Guarantor which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will Indebtedness does not exceed 1015% of Consolidated Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale and leaseback transactions.

Limitation on Sale and Leaseback. For So long as any of the Securities remain outstanding, the Issuer will not enter into any Sale and Leaseback Transaction unless immediately thereafter (and after giving effect to the application of the proceeds, if any, therefrom), the aggregate amount of Capitalized Rent in respect of Sale and Leaseback Transactions, together with the aggregate principal amount of all Secured Debt (other than Secured Debt described in clauses (a) to (h), inclusive, of Section 3.6), would not exceed 10% of Consolidated Capitalization; PROVIDED, HOWEVER, that the foregoing restrictions shall not apply to, and there shall be excluded in computing the aggregate amount of Capitalized Rent for the purpose of such restrictions, the following Sale and Leaseback Transactions: (a) any Sale and Leaseback Transaction entered into to finance the payment of all or any part of the purchase price of property acquired or constructed by the Issuer (including any improvements to existing property) or entered into prior to, at the time of or within 270 days after the acquisition or construction of such property, which Sale and Leaseback Transaction is entered into for the purpose of financing all or part of the purchase or construction price thereof; PROVIDED, HOWEVER, that in the case of any such acquisition, such Sale and Leaseback Transaction shall not involve any property transferred by the Issuer to a subsidiary of the Issuer in contemplation of or in connection with such Sale and Leaseback Transaction or involve any property of the Issuer other than the property so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or the improvement, is located); (b) any Sale and Leaseback Transaction involving property of a Person existing at the time such Person is merged into or consolidated with the Issuer or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Issuer; (c) any Sale and Leaseback Transaction in which the lessor is a government or governmental entity and which Sale and Leaseback Transaction is entered into to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of constructing or improving the property subject to such Sale and Leaseback Transaction (including, without limitation, Sale and Leaseback Transactions incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (d) any Sale and Leaseback Transaction involving the extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of a lease pursuant to a Sale and Leaseback Transaction referred to in the foregoing clauses (a) to (c), inclusive; PROVIDED, HOWEVER, that such lease extension, renewal or replacement shall be limited to all or any part of the same property leased under the lease so extended, renewed or replaced (plus improvements to such property); and (e) any Sale and Leaseback Transaction the net proceeds of which are at least equal to the fair value (as determined by the Board of Directors) of the property leased pursuant to such Sale and Leaseback Transaction, so long as any Securities remain Outstanding under this Indenturewithin 270 days of the effective date of such Sale and Leaseback Transaction, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company Issuer applies (or other lender or investor (not including the Guarantor or any Subsidiary), or irrevocably commits to which any such lender or investor is a party, providing an escrow account for the leasing by the Company purpose or the Guarantor for a period, including renewals, in excess of three years of any Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”purposes hereinafter mentioned) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of the sale of the Property sold such Sale and leased back pursuant Leaseback Transaction to such arrangement or either (Bx) the purchase of other property having a fair market value at least equal to the fair value of the Property so sold property leased in such Sale and leased back Leaseback Transaction and having a similar utility and function, or (y) the retirement or repayment (other than any mandatory retirement or repayment at the time maturity) of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) Securities, (ii) other Funded Debt of the Issuer which ranks prior to or on a parity with the retirement Securities or (iii) indebtedness of Debt incurred or assumed by any subsidiary of the Company or the Guarantor which Issuer maturing by its terms matures at, more than one year from its date of issuance (notwithstanding that any portion of such indebtedness is included in current liabilities) or is extendible or renewable at the option preferred stock of any subsidiary of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (ii) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor Issuer (other than any such indebtedness owed to or preferred stock owned by the CompanyIssuer or any subsidiary of the Issuer); PROVIDED, HOWEVER, that in lieu of applying an amount equivalent to all or any part of such net proceeds to such retirement or repayment (or committing such an amount to an escrow account for such purpose), the Issuer may deliver to the Trustee Outstanding Securities and thereby reduce the amount to be applied pursuant to (y) of this clause (e) by an amount equivalent to enter into sale and leaseback transactionsthe aggregate principal amount of the Securities so delivered.

Limitation on Sale and Leaseback. (a) For so long as any Securities remain Outstanding under this Indenture, neither the Company nor the Guarantor will WPP plc shall not, and shall not permit its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor WPP plc or any Subsidiaryof its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Company WPP plc or the Guarantor such Subsidiary for a period, including renewals, in excess of three years of any Property assets which has have been owned by the Company WPP plc or the Guarantor any Restricted Subsidiary for more than 270 days and which has have been or is are to be sold or transferred by the Company WPP plc or the Guarantor any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property assets (herein referred to as a “sale and leaseback transaction”) unless the Company WPP plc or the Guarantor such Restricted Subsidiary, within one year after the sale or transfer will have been made by the Company WPP plc or the Guarantor such Restricted Subsidiary, applies an amount equal to the greater of (A) the net proceeds of the sale of the Property assets sold and leased back pursuant to such arrangement or (B) the fair market value of the Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors of the Company or the Guarantor, as the case may be) (i) to the retirement of Debt incurred Indebtedness incurred, assumed or assumed guaranteed by the Company WPP plc or the Guarantor any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt Indebtedness or (ii) to investment in any Property assets of WPP plc or any of its Subsidiaries (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, WPP plc or any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to their respective assets in addition to those permitted above; provided, however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, WPP plc or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the Securities shall be directly secured equally and ratably with such indebtedness. (b) If, as provided in Section 1008, a direct or indirect parent of the Company WPP plc becomes a Guarantor of the Securities, then Section 1010(a) shall cease to have effect and the covenant set forth in this Section 1010(b) shall become operative and thereafter, for so long as any Securities remain Outstanding under this Indenture, the Parent Guarantor shall not, and shall not permit its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Parent Guarantor or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Parent Guarantor or such Subsidiary for a period, including renewals, in excess of three years of any assets which have been owned by the Parent Guarantor or any Restricted Subsidiary for more than 270 days and which have been or are to be sold or transferred by the Parent Guarantor or any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such assets (herein referred to as a “sale and leaseback transaction”) unless the Parent Guarantor or such Restricted Subsidiary, within one year after the sale or transfer will have been made by the Parent Guarantor or such Restricted Subsidiary, applies an amount equal to the net proceeds of the sale of the assets sold and leased back pursuant to such arrangement (i) to the retirement of Indebtedness incurred, assumed or guaranteed by the Parent Guarantor or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Indebtedness or (ii) to investment in any assets of the Parent Guarantor or any of its Subsidiaries (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Parent Guarantor or the Company any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to their respective assets in addition to those permitted above; provided, provided however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein the Parent Guarantor or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the Securities shall restrict the ability of any Subsidiaries of the Guarantor (other than the Company) to enter into sale be directly secured equally and leaseback transactionsratably with such indebtedness.

Limitation on Sale and Leaseback. For The Borrower will not, and will not cause or permit any of its Subsidiaries to, enter into any Sale and Leaseback Transactions, other than the following: (a) presently outstanding Sale and Leaseback Transactions listed on SCHEDULE 6.8 hereto; (b) any Sale and Leaseback Transaction entered into by the Borrower to finance the payment of all or any part of the purchase price of such real or personal property (including any improvements to existing property) acquired or constructed after the date hereof at the time of or within 270 days following the acquisition or construction of such property, which covers only the real or personal property so acquired and does not in the aggregate exceed the lesser of the purchase price or the fair market value of such property; (c) any Sale and Leaseback Transaction involving property of a Person existing at the time such Person is merged into or consolidated with the Borrower as permitted hereby or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Borrower as permitted hereby; (d) any Sale and Leaseback Transaction in which the lessor is a government or governmental entity and which Sale and Leaseback Transaction is entered into to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of securing all or any part of the cost of constructing or improving the property subject to such Sale and Leaseback Transaction (including, without limitation, Sale and Leaseback Transactions incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (e) any Sale and Leaseback Transaction the net proceeds of which are at least equal to the fair value (as determined by the Borrower's Board of Directors) of the property leased pursuant to such Sale and Leaseback Transaction, so long as any Securities remain Outstanding under this Indenturewithin 270 days of the effective date of such Sale and Leaseback Transaction, neither the Company nor the Guarantor will enter into any arrangement with any bank, insurance company Borrower applies (or other lender or investor (not including the Guarantor or any Subsidiary), or irrevocably commits to which any such lender or investor is a party, providing an escrow account for the leasing by the Company purpose or the Guarantor for a period, including renewals, in excess of three years of any Property which has been owned by the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”purposes hereinafter mentioned) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater of (A) the net proceeds of such Sale and Leaseback Transaction to either (x) the sale purchase of the Property sold and leased back pursuant other property having a fair market value at least equal to such arrangement or (B) the fair market value of the Property so sold property leased in such Sale and leased back at Leaseback Transaction and having a similar utility and function or (y) the time repayment of entering into such arrangement (as determined by any two executive officers and/or Directors Funded Debt of the Company Borrower or the Guarantor, as the case may be) (i) to the retirement of Debt incurred or assumed preferred stock of any Subsidiary (other than preferred stock owned by the Company Borrower or any Subsidiary) and if any such repayment is applied to the Guarantor which Loans under this Credit Agreement then upon such repayment the Total Commitment shall be automatically reduced by its terms matures at, or is extendible or renewable at an amount equal to the option amount of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or repayment; (iif) to investment in any Property of the Company or the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding Transaction involving any property or assets now owned or from time to time hereafter acquired by United States Cellular Corporation or any of its Subsidiaries related in any way to the foregoing, the Guarantor ownership by United States Cellular Corporation or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time by any of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any its Subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (g) any other Sale and Leaseback Transactions so long as the Guarantor net book value of all of the property and assets subject to all of such other Sale and Leaseback Transactions, together with the net book value of all of the property and assets subject to Liens permitted by Section 6.2(o), shall not at any time in the aggregate exceed more than twenty percent (other than 20%) of Consolidated Net Assets; and (h) any Sale and Leaseback Transaction involving the Companyextension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of a lease pursuant to enter into sale a Sale and leaseback transactionsLeaseback Transaction referred to in the foregoing clauses (a) through (g), inclusive; provided, however, that any such lease, extension, renewal or replacement shall be limited to all or any part of the same property leased under the lease so extended, renewed or replaced (plus improvements to such property).

Limitation on Sale and Leaseback. For so long as any Securities remain Outstanding under this Indenture, neither the Company nor the Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company Guarantor or the Guarantor a Restricted Subsidiary for a period, including renewals, in excess of three years of any Property which has been owned by the Company Guarantor or the Guarantor any Restricted Subsidiary for more than 270 days six months and which has been or is to be sold or transferred by the Company Guarantor or the Guarantor any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or either: (a) the Guarantor or such Restricted Subsidiary could create indebtedness secured by a Lien under Section 1008 on the Property to be leased back in an amount equal to the Attributable Value of such sale and leaseback transaction without equally and ratably securing the Securities; or (b) the Guarantor or such Restricted Subsidiary, within one year 270 days after the sale or transfer will shall have been made by the Company Guarantor or such Restricted Subsidiary, applies in the Guarantor applies case of a sale or transfer for cash, an amount equal to the greater of (A) the net proceeds thereof or, in the case of the a sale of the Property sold and leased back pursuant or transfer otherwise than for cash, an amount equal to such arrangement or (B) the fair market value of the Property so sold and leased back at the time of entering into such arrangement (as determined by any two executive officers and/or Directors directors of the Company or the Guarantor, as the case may be) to (i) to the retirement of Debt Indebtedness for Money Borrowed ranking prior to or on a parity with the Securities, incurred or assumed by the Company Guarantor or the Guarantor any Restricted Subsidiary which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 twelve months after the date of incurring, assuming or guaranteeing such Debt or indebtedness, (ii) to investment in any Property which is used or will be used or which is held or will be held in the ordinary course of business or (iii) the Company investment in Permitted Investments, the proceeds from the sale, disposal, realization, maturity or redemption of which shall be used either for (a) the Guarantor (herein referred retirement of Indebtedness for Money Borrowed ranking prior to as or on a “Permitted Sale and Leaseback Transaction”). Notwithstanding parity with the foregoingSecurities, incurred or assumed by the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted aboveany Restricted Subsidiary which by its terms matures at, provided that or is extendible or renewable at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries option of the Guarantor obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such Indebtedness for Money Borrowed or (other than b) the Company) to enter into sale and leaseback transactionsinvestment in any Property which is used or will be used or which is held or will be held in the ordinary course of business.

Limitation on Sale and Leaseback. For so long as (a) The Company shall not, and shall not Permit any Securities remain Outstanding under this IndentureSubsidiary to, neither the Company nor the Guarantor will enter into any arrangement Sale/Leaseback Transaction unless at least one of the following conditions is satisfied: (i) the lease is between the Company and a Subsidiary or between Subsidiaries; provided, however, that any subsequent issuance or transfer of any Capital Stock which results in any such Subsidiary ceasing to be a Subsidiary shall be deemed for purposes of this Section to constitute the entering into of such lease as of the time of such issuance or transfer with any bank, insurance company or a Person other lender or investor than a Subsidiary; (not including the Guarantor or any Subsidiaryii) under clauses (1) through (8) of Section 4.7(b), or to which any such lender or investor is a party, providing for the leasing by the Company or such Subsidiary could create a Lien on the Guarantor for a period, including renewals, property to secure Indebtedness in excess of three years of any Property which has been owned by an amount at least equal to the Company or the Guarantor for more than 270 days and which has been or is to be sold or transferred by the Company or the Guarantor to such lender or investor or, as a part Attributable Debt in respect of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property Sale/Leaseback Transaction; or (herein referred to as a “sale and leaseback transaction”iii) unless the Company or the Guarantor within one year after the sale or transfer will have been made by the Company or the Guarantor applies an amount equal to the greater Attributable Debt in respect of (A) such Sale/Leaseback Transaction is applied by the net proceeds Company in accordance with the terms of the sale Intercreditor Agreement. (b) To the extent the Intercreditor Agreement provides that any portion (the "Sale/Leaseback Redemption Amount") of the Property sold and leased back pursuant Attributable Debt in respect of a Sale/Leaseback Transaction is to be applied to redeem Securities, the Company shall promptly, but in no event later than 15 days after the receipt of such arrangement or (B) the fair market value portion of the Property so sold and leased back Attributable Debt, redeem Securities at the time of entering into such arrangement (as determined by any two executive officers and/or Directors a redemption price equal to 100% of the Company or principal amount of such Securities plus accrued and unpaid interest to and including the Guarantor, as the case may be) redemption date. (i) If the Company is obligated to redeem Securities pursuant to this Section 4.8, it shall notify the Trustee in writing of the redemption date and the principal amount of Securities to be redeemed. (ii) Unless the Trustee consents to a shorter period, the Company shall give each notice to the retirement of Debt incurred or assumed Trustee provided for in this Section 4.8 at least three Business Days before the applicable redemption date. Such notice shall be accompanied by an Officers' Certificate to the effect that such redemption will comply with the conditions herein. If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company or and given to the Guarantor Trustee, which by its terms matures at, or is extendible or renewable at the option of the obligor to, a record date more shall be not less than 12 months two days after the date of incurringOf notice to the Trustee. (iii) If fewer than all the Securities are to be redeemed, assuming the Trustee shall select the Securities or guaranteeing such Debt portions thereof to be redeemed pro rata (or (ii) to investment as nearly pro rata as practicable in any Property the sole discretion of the Company or Trustee based on the Guarantor (herein referred to as a “Permitted Sale and Leaseback Transaction”principal amount of the then outstanding Securities). Notwithstanding Securities and portions of them that the foregoingTrustee selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this Section that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. (iv) At least three days but not more than thirty days before a date for redemption of Securities pursuant to Section 4.8, the Guarantor Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be so redeemed. (v) The notice shall identify the Securities to be redeemed and shall state: (1) the redemption date; (2) the redemption price; (3) the name and address of the Paying Agent; (4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; (5) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed, and that after the applicable redemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (6) that, unless the Company may enter into sale defaults in making such redemption payment, interest on Securities (or any portion thereof) called for redemption ceases to accrue after the redemption date; (7) the Section of this Indenture (and leaseback transactions the corresponding paragraph in addition the Securities) pursuant to those permitted abovewhich the Securities called for redemption are being redeemed; and (8) if any Security is being redeemed in part, provided the portion of the principal amount of such Security to be redeemed, and that after the applicable redemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued. (vi) At the Company's request upon reasonable notice, the Trustee shall give the notice of redemption in the Company's name and at the time Company's expense. In such event, the Company shall provide the Trustee with the information required by this Section. (vii) Once notice of entering into redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such sale Securities shall be paid at the redemption price stated in the notice, plus accrued and leaseback transactions unpaid interest to and after giving effect thereto, Exempted Debt will including the applicable redemption date. Failure to give notice or any defect in the notice to any Holder shall not exceed 10% of Net Tangible Assets. Nothing herein shall restrict affect the ability of any Subsidiaries validity of the Guarantor notice to any other Holder (viii) Prior to the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which have been delivered by the Company to the Trustee for cancellation. (ix) Upon surrender of a Security that is redeemed in part, the Company and each Guarantor shall execute and the Trustee shall authenticate for the Holder (at the Company's expense) a new Security equal in principal amount to enter into sale and leaseback transactionsthe unredeemed portion of the Security surrendered.

Limitation on Sale and Leaseback. For so So long as any Securities remain Outstanding under this IndentureNotes are outstanding, neither the Company nor the Guarantor will not, and will not permit any of its Subsidiaries to, enter into any arrangement Sale and Leaseback Transaction unless: (i) the Sale and Leaseback Transaction is solely with any bank, insurance company or other lender or investor (not including the Guarantor or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company or any of its Subsidiaries; (ii) the Guarantor lease is for a periodperiod not in excess of 24 months, including renewals, in excess of three years of any Property which has been owned by ; (iii) the Company or such Subsidiary would (at the Guarantor for more than 270 days time of entering into such arrangement) be entitled as described in clauses (i) through(ix) of Section 5.01(b), without equally and which has been ratably securing the Notes then outstanding under the Indenture, to create, incur, issue, assume or is to be sold guarantee Indebtedness secured by a Lien on such property or transferred by assets in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (iv) the Company or the Guarantor to such lender or investor orSubsidiary, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless the Company or the Guarantor within one year 360 days after the sale of property or transfer will have been made by the Company or the Guarantor 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 the such Principal Property sold and leased back pursuant to such arrangement or (B) the fair market value of such Principal Property to (1) the Property so sold and leased back at retirement of Notes, other Funded Debt of the time Company ranking on a parity with the Notes or Funded Debt of entering into such arrangement (as determined by any two executive officers and/or Directors a Subsidiary of the Company or (2) the Guarantor, as the case may be) (i) purchase of property or assets used or useful in its business or to the retirement of long-term indebtedness; or (v) the Attributable Debt incurred or assumed by of the Company and its Subsidiary in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the Closing Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (i) through (iv) of Section 5.03), plus the aggregate principal amount (without duplication) of (x) Indebtedness secured by Liens then outstanding (not including any such Indebtedness secured by Liens described in clauses (i) through (ix) of Section 5.01(b)) which do not equally and ratably secure the Notes (or secure Notes on a basis that is prior to other Indebtedness secured thereby) and (y) Non-Guarantor Subsidiary Debt (with the exception of Non-Guarantor Subsidiary Debt which by its terms matures atis described in clauses (i) through (vi) of Section 5.02(b)), or is extendible or renewable at would not exceed an amount equal to (x) 15% of Consolidated Net Tangible Assets less (y) the option aggregate principal amount of the obligor toSecured Notes outstanding at such time and the amount of (i) any Indebtedness incurred to extend, a date more than 12 months after renew, replace or refund the date of incurringSecured Notes secured by Liens pursuant to Section 5.01(b)(viii), assuming or guaranteeing such Debt or (ii) any Indebtedness incurred pursuant to investment in Section 5.01(b)(viii) above to refinance Indebtedness incurred pursuant to Section 5.01(c) and (iii) any Property of the Company or the Guarantor (herein referred Indebtedness incurred pursuant to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Guarantor or the Company may enter into sale and leaseback transactions in addition to those permitted above, provided that at the time of entering into such sale and leaseback transactions and after giving effect thereto, Exempted Debt will not exceed 10% of Net Tangible Assets. Nothing herein shall restrict the ability of any Subsidiaries of the Guarantor (other than the CompanySection 5.02(b)(vi)Section 5.02(b)(iv) to enter into sale and leaseback transactionsrefinance Indebtedness incurred pursuant to Section 5.02(c) (but excluding any Additional Refinancing Amount).