Common use of Limitation on Sale and Leaseback Clause in Contracts

Limitation on Sale and Leaseback. The Company will not, nor will it permit any Consolidated Subsidiary to, enter into any arrangement with any person providing for the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless (a) the Company or such Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee Debt secured by a 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, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any 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 Company 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such Securities.

Limitation on Sale and Leaseback. The For so long as any Securities remain Outstanding under this Indenture, neither the Company nor the Guarantor will not, nor will it permit any Consolidated Subsidiary to, enter into any arrangement with any person 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 Consolidated Subsidiary the Guarantor for a period, including renewals, in excess of three years of any Principal Property (whether such Principal Property is now which has been owned by the Company or hereafter acquired) (except the Guarantor for leases for a term of not more than three years 270 days and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary the Guarantor to such personlender 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 (a) the Company or such Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume Guarantor within one year after the sale or guarantee Debt secured transfer will have been made by a 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, 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 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 the retirement (other than any 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 Company or any Consolidated Subsidiary enter into sale 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such Securitiesleaseback transactions.

Limitation on Sale and Leaseback. The Company will shall not, nor will and it shall not permit any Consolidated Restricted Subsidiary to, enter into any arrangement with any person providing for a Sale-Leaseback Transaction unless: (1) the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for lease has a term including renewal rights of not more than three years and except for leases or less; (2) the lease is between the Company and a Consolidated Restricted Subsidiary or between Consolidated Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless ; (a3) the Company or the Restricted Subsidiary on the date such Subsidiary would be entitled, pursuant Sale-Leaseback Transaction is to close could create a Lien on the provisions property involved in the Sale-Leaseback Transaction to secure Debt under clause (3) or (7) of Section 3.05, to issue, assume or guarantee Debt secured by a 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 4.03; or (b4) the Company or a Consolidated Subsidiarythe Restricted Subsidiary receiving the proceeds from such Sale-Leaseback Transaction, within 120 180 days of the effective date of any such arrangementafter it is consummated, applies applies, or commits to apply, an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or 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 leased 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 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 the Board Sale-Leaseback Transaction and after giving effect to it, Exempted Debt does not exceed 15% of Directors Consolidated Net Tangible Assets. The terms of the Company) to the retirement (other than any 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 Company 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 Series of Securities pursuant to this provision would be prohibited by the resolutions or supplemental indentures referred to in Section 2.03), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 adopted 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 pursuant to 2.01 may provide that this Section 3.06 shall be reduced by an amount equal 4.04 is not applicable to the aggregate principal amount of such SecuritiesSeries.

Limitation on Sale and Leaseback. The (a) So long as any Notes are outstanding, the Company will not, nor and will it not permit any Consolidated Subsidiary of its Subsidiaries to, enter into any arrangement Sale and Leaseback Transaction unless: (i) the Sale and Leaseback Transaction is solely with any person providing for the leasing by the Company or any Consolidated Subsidiary of any Principal Property its Subsidiaries; (whether such Principal Property ii) the lease is now owned or hereafter acquired) (except for leases for a term period not in excess of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries)24 months, which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless including renewals; (aiii) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled, pursuant to the provisions entitled as described in clauses (i) through (vii) of Section 3.055.01(a), to issue, assume or guarantee Debt secured by a 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 Notes then outstanding under the Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Mortgage on such property or assets in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (biv) the Company or a Consolidated such Subsidiary, within 120 360 days after the sale of the effective date of any property or assets in connection with such arrangementSale 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 leased pursuant to such arrangement or (B) the fair market value of the such Principal Property so leased at the time of entering into such arrangement to (as determined by the Board of Directors of the Company1) to the retirement (of Notes, other than any mandatory retirement or by way of payment at maturity) of Funded Debt of the Company ranking on a parity with the Notes or any Consolidated Subsidiary (other than Funded Debt owned by of a Subsidiary of the Company or any Consolidated Subsidiary and other than Funded Debt subordinated (2) the purchase of property or assets used or useful in the payment of principal its business 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 long-term indebtedness; or (v) the Attributable Debt pursuant to 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 this Section 3.06 shall be reduced by an amount equal to 5.03), plus the aggregate principal amount (without duplication) of (x) Indebtedness secured by Mortgages then outstanding (not including any such SecuritiesIndebtedness 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)), would not exceed 15% of Consolidated Net Tangible Assets.

Limitation on Sale and Leaseback. The Company will not, nor will it permit any Consolidated Subsidiary to, enter into any arrangement with any person providing for the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless (a) the Company or such Subsidiary would be entitled, pursuant to the provisions of Section 3.0510.04, to issue, assume or guarantee Debt secured by a 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, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any 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 Company 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 2.033.01), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 3.01 hereof, which Securities have not theretofore been made the basis for the reduction of a sinking fund payment pursuant to Section 14.04 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 pursuant to this Section 3.06 10.05 shall be reduced by an amount equal to the aggregate principal amount of such Securities.

Limitation on Sale and Leaseback. The Company will (a) For so long as any Securities remain Outstanding under this Indenture, WPP plc shall not, nor will it and shall not permit any Consolidated Subsidiary its Restricted Subsidiaries to, enter into any arrangement with any person bank, insurance company or other lender or investor (not including WPP plc or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Company WPP plc or such Restricted Subsidiary for a period, including renewals, in excess of three years of any assets which have been owned by WPP plc or any Consolidated Restricted Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years 270 days and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has have been or is are to be sold or transferred by the Company WPP plc or such Consolidated any Restricted Subsidiary to such personlender 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 (a) the Company WPP plc or such Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee Debt secured by a 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 Restricted Subsidiary, within 120 days of one year after the effective date of any sale or transfer will have been made by WPP plc or such arrangementRestricted Subsidiary, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property assets sold and leased back pursuant to such arrangement (i) to the retirement of Indebtedness incurred, assumed or guaranteed by WPP plc or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the fair market value option of the Principal Property so leased 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 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 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 (as determined by the Board of Directors of the Companyi) to the retirement (other than of Indebtedness incurred, assumed or guaranteed by the Parent Guarantor or any mandatory retirement of its Subsidiaries which by its terms matures at, or by way of payment is extendible or renewable at maturity) of Funded Debt the option of the Company 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 Consolidated Subsidiary of its Subsidiaries (other than Funded Debt owned by herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the Company foregoing, the Parent Guarantor or any Consolidated Subsidiary of its Restricted Subsidiaries may enter into sale and other than Funded Debt subordinated leaseback transactions with respect to their respective assets in the payment of principal or interest addition 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), those permitted above; provided, however, that in lieu at the time of applying all or any part of entering into such net proceeds or fair market value to such retirementsale and leaseback transactions and after giving effect thereto, the Company may at its option (i) deliver to Parent Guarantor or the Trustee Securities theretofore purchased or otherwise acquired by the Company, or (ii) receive credit for Securities theretofore redeemed 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 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of directly secured equally and ratably with such Securitiesindebtedness.

Limitation on Sale and Leaseback. The Company Guarantor will notnot itself, nor and will it not permit any Consolidated Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for temporary leases for a term of not more than three years and years, or except for leases between sale or transfer and leaseback transactions involving the Company and 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, or to which any such lender or investor is a Consolidated party, providing for the leasing to the Guarantor or any Restricted Subsidiary or between Consolidated Subsidiaries), of any Principal Property which property has been or is to be sold or transferred by the Company Guarantor or such Consolidated any Restricted Subsidiary to such personlender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property unless, unless either: (a1) the Company Guarantor or such any Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee could create Debt secured by a mortgage upon such pursuant to Section 4.06 on the property at least equal in amount to the Attributable Debt in respect of such arrangement be leased without equally and ratably securing the Securities or (2) The Guarantor within the 12 months preceding such sale or (b) transfer or the Company 12 months following such sale or transfer, regardless of whether such sale or transfer may have been made by the Guarantor or by a Consolidated Restricted Subsidiary, within 120 days of the effective date of any such arrangement, has applied or applies an amount equal to the greater of (a) the net proceeds of the sale of the Principal Property property leased pursuant to such arrangement or (b) the fair market value of the Principal Property property so leased at the time of entering into such arrangement arrangement: (as determined by the Board of Directors of the Companyi) to the voluntary retirement (other than any mandatory retirement or by way of payment at maturity) of Funded Debt debt of the Company Guarantor or any Consolidated of a Restricted Subsidiary (other than Funded Debt owned or debt of a Subsidiary guaranteed by the Company or any Consolidated Subsidiary and other Guarantor which debt matures by its terms more than Funded Debt subordinated in one year after the payment of principal or interest to the Securities and except date on which it was originally incurred (collectively herein called "funded debt"); provided that no Security there 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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), credited against the amount of cash which the Company shall required by subparagraph (2) to be required to apply applied to the retirement of Funded Debt pursuant to this Section 3.06 shall be reduced by funded debt an amount equal to to: (A) the aggregate 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, and (B) the principal amount of funded debt, other than Securities, voluntarily retired by the Guarantor within 12 months before or after such sale; or (ii) to the acquisition, development or improvement of a Principal Property or Principal Properties.

Limitation on Sale and Leaseback. The Company Borrower will not, nor and will it not cause or permit any Consolidated Subsidiary of its Subsidiaries to, enter into any arrangement with any person providing for Sale and Leaseback Transactions, other than the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless following: (a) presently outstanding Sale and Leaseback Transactions listed on SCHEDULE 6.8 hereto; (b) any Sale and Leaseback Transaction entered into by the Company Borrower to finance the payment of all or any part of the purchase price of such Subsidiary would be entitledreal 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 provisions purpose of Section 3.05securing all or any part of the cost of constructing or improving the property subject to such Sale and Leaseback Transaction (including, to issuewithout limitation, assume Sale and Leaseback Transactions incurred in connection with pollution control, industrial revenue, private activity bond or guarantee Debt secured by a mortgage upon such property similar financing); (e) any Sale and Leaseback Transaction the net proceeds of which are at least equal in amount to the Attributable Debt in respect fair value (as determined by the Borrower's Board of Directors) of the property leased pursuant to such arrangement without equally Sale and ratably securing the Securities or (b) the Company or a Consolidated SubsidiaryLeaseback Transaction, so long as within 120 270 days of the effective date of any such arrangementSale and Leaseback Transaction, the Borrower applies (or irrevocably commits to an escrow account for the purpose or purposes hereinafter mentioned) an amount equal to the greater of the net proceeds of such Sale and Leaseback Transaction to either (x) the sale purchase of the Principal Property leased pursuant other property having a fair market value at least equal to such arrangement or the fair market value of the Principal Property so property leased at in such Sale and Leaseback Transaction and having a similar utility and function or (y) the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any mandatory retirement or by way of payment at maturity) repayment of Funded Debt of the Company Borrower or the retirement of preferred stock of any Consolidated Subsidiary (other than Funded Debt preferred stock owned by the Company Borrower or any Consolidated Subsidiary Subsidiary) and other than Funded Debt subordinated in the payment of principal or interest if any such repayment is applied to the Securities and except that no Security Loans under this Credit Agreement then upon such repayment the Total Commitment 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be automatically reduced by an amount equal to the aggregate principal amount of such Securitiesrepayment; (f) any Sale and Leaseback 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 ownership by United States Cellular Corporation 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; (g) 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 6.2(o), shall not at any time in the aggregate exceed more than twenty percent (20%) of Consolidated Net Assets; and (h) 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) 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. (a) The Company will notshall not itself, nor will and it shall not permit any Consolidated Domestic Subsidiary to, enter into any arrangement with any person bank, insurance company or other lender or investor (not including the Company or any Domestic Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or any Consolidated such Subsidiary for a period, including renewals, in excess of three years of any Principal Manufacturing Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated or any Domestic Subsidiary or between Consolidated Subsidiaries), which property 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 any such Consolidated Subsidiary to such person, lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Manufacturing Property (herein referred to as a “Sale and Leaseback Transaction”) unless either: (a1) the Company or such Domestic Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee could create Debt secured by a mortgage upon such property at least Mortgage pursuant to Section 4.07 on the Principal Manufacturing Property to be leased back in an amount equal in amount to the Attributable Debt in with respect of to such arrangement Sale and Leaseback Transaction without equally and ratably securing the Securities or Notes, or (b2) the Company within 180 days after the sale or a Consolidated Subsidiary, within 120 days of transfer shall have been made by the effective date of Company or by any such arrangementSubsidiary, applies an amount equal to the greater of (i) the net proceeds of the sale of the Principal Manufacturing Property sold and leased back pursuant to such arrangement or (ii) 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 of the Board of Directors following: the Chairman, President, any Vice President, Treasurer and Controller of the Company) to the retirement (other than any 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 Company or any Consolidated Subsidiary and other than Funded Debt subordinated in the payment of principal or interest to the Securities and except Domestic Subsidiary; provided 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 to be required to apply applied to the retirement of Funded Debt pursuant to this Section 3.06 of the Company or any Domestic Subsidiary shall be reduced by an amount equal to (a) the aggregate principal amount of any Notes delivered within 180 days after such Securitiessale to the Trustee for retirement and 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 provisions of paragraph (a) of this Section 4.08, the Company or any Domestic Subsidiary may enter into a Sale and Leaseback Transaction in addition to that permitted by 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 and Leaseback Transaction and after giving effect thereto, Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets of the Company and its Subsidiaries, taken as a whole.

Limitation on Sale and Leaseback. (a) The Company will not, nor will it permit any Consolidated Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing (as lessee) by the Company or any Consolidated Restricted Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for temporary leases for a term term, including any renewal thereof, of not more than three years and except for leases between the Company and a Consolidated Restricted Subsidiary or between Consolidated Restricted Subsidiaries), ) 42 which property has been or is to be sold or transferred by the Company or such Consolidated a Restricted Subsidiary to such person, person (herein referred to as a "Sale and Leaseback Transaction") unless either (ai) the Company or such Restricted Subsidiary would be entitled, pursuant entitled to the provisions of Section 3.05, to issue, assume or guarantee Debt secured by incur a mortgage upon Lien on such property at least equal in amount to the Attributable Debt in respect of such arrangement Principal Property without equally and ratably securing the Securities pursuant to paragraph (a) of Section 10.08 or (bii) the proceeds of such sale are at least equal to the fair value of the Principal Property sold and the Company shall apply an amount equal to the net proceeds of such sale to (A) the retirement of Secured Debt of the Company or a Consolidated SubsidiaryRestricted Subsidiary or (B) the acquisition, construction or improvement of a Principal Property, in the case of either clause (A) or (B) within 120 180 days of the effective date of any such arrangementSale and Leaseback Transaction. (b) Notwithstanding the provisions of paragraph (a) of this Section 10.9, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement Company or the fair market value of the Principal Property so leased any Restricted Subsidiary may enter into Sale and Leaseback Transactions, if at the time of such entering into such arrangement (as determined by the Board into, and after giving effect thereto, Exempted Indebtedness does not exceed 15% of Directors of the Company) to the retirement (other than any 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 Company 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such SecuritiesNet Tangible Assets.

Limitation on Sale and Leaseback. The For so long as any Securities remain Outstanding under this Indenture, the Company will not, nor and will it not permit any Consolidated Subsidiary its Restricted Subsidiaries to, enter into any arrangement with any person bank, insurance company or other lender or investor (not including the Company or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Company or any Consolidated such Subsidiary for a period, including renewals, in excess of three years of any Principal Property (whether such Principal Property is now assets which has been owned by the Company or hereafter acquired) (except any Restricted Subsidiary for leases for a term of not more than three years 270 days and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company or such Consolidated any Restricted Subsidiary to such personlender 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 (a) the Company or such Subsidiary would be entitledRestricted Subsidiary, pursuant to within one year after the provisions of Section 3.05, to issue, assume sale or guarantee Debt secured transfer will have been made by a 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 such Restricted Subsidiary, within 120 days of the effective date of any such arrangement, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property assets sold and leased back pursuant to such arrangement (i) to the retirement of Indebtedness incurred, assumed or guaranteed by the fair market value Company or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the Principal Property so leased 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 Company or any of its Subsidiaries (herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the foregoing, the Company 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 arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any mandatory retirement or by way of payment at maturity) of Funded Debt of sale and leaseback transactions and after giving effect thereto, the Company or the Restricted Subsidiary would be entitled pursuant to any Consolidated Subsidiary (other than Funded Debt owned by the Company Permitted Security Interests to create, suffer or any Consolidated Subsidiary and other than Funded Debt subordinated in the payment of principal or interest permit to subsist a Security Interest on such assets without making effective provision whereby all the Securities and except that no Security shall be retired if directly secured equally and ratably with such retirement of Securities pursuant to this provision would be prohibited by the resolutions or supplemental indentures referred to in Section 2.03), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such Securitiesindebtedness.

Limitation on Sale and Leaseback. The (a) So long as any Notes are outstanding, the Company will notnot itself, nor and it will it not permit any Consolidated Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Company or any Consolidated such Restricted Subsidiary for a period, including renewals, in excess of one year of any Principal Property (whether such Principal Property is now owned of the Company, a Subsidiary Guarantor or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated any Domestic Subsidiary or between Consolidated Subsidiaries), which property 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 any such Consolidated Restricted Subsidiary to such person, Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such Principal Property (herein referred to as a “Sale and Leaseback Transaction”) unless either: (ai) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee could create Debt secured by a mortgage upon such property at least Mortgage pursuant to Section 5.01 on the Principal Property to be leased back in an amount equal in amount to the Attributable Debt in with respect of to such arrangement Sale and Leaseback Transaction without equally and ratably securing the Securities Notes; or (ii) within 180 days after the sale or (b) transfer shall have been made by the Company or a Consolidated by any such Restricted Subsidiary, within 120 days of the effective date of any such arrangement, Company applies an amount equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by the Board of Directors Chairman and Chief Executive Officer and the Senior Vice President and Chief Financial Officer of the Company) to the retirement (other than any 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 Company or any Consolidated Subsidiary and other than Funded Debt subordinated in the payment of principal or interest to the Securities and except Restricted Subsidiary, provided 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 to be required to apply applied to the retirement of Funded Debt pursuant to this Section 3.06 of the Company or any Restricted Subsidiary shall be reduced by an amount equal to (a) the aggregate principal amount of any Notes delivered within 180 days after such Securitiessale to the Trustee for retirement and 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 any Domestic Subsidiary may enter into a Sale and Leaseback Transaction in addition to that permitted by 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 and Leaseback Transaction and after giving effect thereto, Exempted Debt, in the aggregate, does not exceed 15% of Consolidated Net Tangible Assets of the Company, taken as a whole.

Limitation on Sale and Leaseback. (a) The Company agrees that it will not, nor and will it not permit any Consolidated Restricted Subsidiary to, to enter into any arrangement with any person providing for the leasing by the Company or any Consolidated Restricted Subsidiary of any Principal Operating Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property that has been or is to be sold or transferred by the Company or such Consolidated Restricted Subsidiary to such person, unless (a) person with the Company or such Subsidiary would be entitled, pursuant to the provisions intention of Section 3.05, to issue, assume or guarantee Debt secured by taking back a mortgage upon lease of such property at least equal in amount to the Attributable Debt in respect of such arrangement (a “Sale and Leaseback Transaction”), without equally and ratably securing the Securities (and, if the Company shall so determine, any other Debt ranking equally with the Securities), unless the terms of such sale or (b) transfer have been determined by the Board of Directors to be fair and arm’s-length and either: • within 180 days after the receipt of the proceeds of the sale or transfer, the Company or a Consolidated Subsidiary, within 120 days of the effective date of any such arrangement, Restricted Subsidiary applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or transfer or the fair market value of the Principal such Operating Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company) sale or transfer to the prepayment or retirement (other than any mandatory retirement prepayment or by way of payment at maturityretirement) of Senior Funded Debt of Debt; or • the Company or any Consolidated such Restricted Subsidiary (other than Funded would be entitled, at the effective date of the sale or transfer, to incur Debt owned secured by the Company or any Consolidated Subsidiary and other than Funded Debt subordinated a Mortgage on such Operating Property, in the payment of principal or interest an amount at least equal to the Securities Attributable Debt in respect of the Sale and except that no Security shall be retired if such retirement of Leaseback Transaction, without equally and ratably securing the Securities pursuant to this provision would be prohibited by the resolutions or supplemental indentures referred Section 10.5 above. (b) The foregoing restriction in paragraph (a) above will not apply to in Section 2.03), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may at its option Sale and Leaseback Transaction (i) deliver to the Trustee Securities theretofore purchased or otherwise acquired by the Companyfor a term of not more than three years including renewals, 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 between the Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall so deliver Securities to the Trustee (or receive credit for Securities so delivered), the amount of cash which be the Company shall be required to apply to the retirement of Funded Debt pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such Securitiesor a wholly owned Restricted Subsidiary.

Limitation on Sale and Leaseback. (a) The Company Guarantor will -------------------------------- not, nor will it permit any Consolidated Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Company Guarantor or any Consolidated a Restricted Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases or between the Company Guarantor or a Subsidiary and a Consolidated Subsidiary or between Consolidated SubsidiariesRestricted Subsidiary), title to which property has been or is to be sold or transferred by the Company Guarantor or such Consolidated Restricted Subsidiary to such personperson (herein referred to as a "Sale and Leaseback Transaction"), unless the proceeds ------------------------------ of such sale or transfer are at least equal to the fair value (aas determined by the Board of Directors) of such property and either (i) the Company Guarantor or such - Restricted Subsidiary would be entitled, pursuant entitled to the provisions of Section 3.05, to issueincur, assume or guarantee Debt secured by a mortgage upon such property at least equal in amount Mortgage on the Principal Property to the Attributable Debt in respect of such arrangement be leased without equally and ratably securing the Securities Guarantor Obligations pursuant to Section 4.1 or (bii) the Company or a Consolidated Subsidiary-- Guarantor shall, and in any such case the Guarantor covenants that it will, apply an amount equal to the fair value (as determined by the Board of Directors) of the property so leased to the retirement (other than any mandatory retirement), within 120 90 days of the effective date of any such arrangementSale and Leaseback Transaction, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any mandatory retirement or by way of payment at maturity) of Funded Debt of the Company Guarantor which by its terms matures at, or any Consolidated Subsidiary (other is extendible or renewable at the option of the obligor to, a date more than Funded twelve months after the date of the creation of such Debt owned by and which ranks prior to or on a parity with the Company 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), Guarantor Obligations; provided, however, that in lieu the term -------- ------- Sale and Leaseback Transaction shall not include any arrangement with the United States of applying 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 purpose of financing all or any part of such net proceeds the purchase price or fair market value the cost of constructing or improving the property subject to such retirement, the Company may 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such Securitiesarrangement.

Limitation on Sale and Leaseback. The Company will (a) For so long as any Securities remain Outstanding under this Indenture, WPP plc shall not, nor will it and shall not permit any Consolidated Subsidiary its Restricted Subsidiaries to, enter into any arrangement with any person bank, insurance company or other lender or investor (not including WPP plc or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Company WPP plc or such Subsidiary for a period, including renewals, in excess of three years of any assets which have been owned by WPP plc or any Consolidated Restricted Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years 270 days and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has have been or is are to be sold or transferred by the Company WPP plc or such Consolidated any Restricted Subsidiary to such personlender 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 (a) the Company WPP plc or such Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee Debt secured by a 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 Restricted Subsidiary, within 120 days of one year after the effective date of any sale or transfer will have been made by WPP plc or such arrangementRestricted Subsidiary, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property assets sold and leased back pursuant to such arrangement (i) to the retirement of Indebtedness incurred, assumed or guaranteed by WPP plc or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the fair market value option of the Principal Property so leased 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 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 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 (as determined by the Board of Directors of the Companyi) to the retirement (other than of Indebtedness incurred, assumed or guaranteed by the Parent Guarantor or any mandatory retirement of its Subsidiaries which by its terms matures at, or by way of payment is extendible or renewable at maturity) of Funded Debt the option of the Company 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 Consolidated Subsidiary of its Subsidiaries (other than Funded Debt owned by herein referred to as a “Permitted Sale and Leaseback Transaction”). Notwithstanding the Company foregoing, the Parent Guarantor or any Consolidated Subsidiary of its Restricted Subsidiaries may enter into sale and other than Funded Debt subordinated leaseback transactions with respect to their respective assets in the payment of principal or interest addition 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), those permitted above; provided, however, that in lieu at the time of applying all or any part of entering into such net proceeds or fair market value to such retirementsale and leaseback transactions and after giving effect thereto, the Company may at its option (i) deliver to Parent Guarantor or the Trustee Securities theretofore purchased or otherwise acquired by the Company, or (ii) receive credit for Securities theretofore redeemed 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 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of directly secured equally and ratably with such Securitiesindebtedness.

Limitation on Sale and Leaseback. The Company will Guarantor shall not, nor will and it shall not permit any Consolidated Restricted Subsidiary to, enter into any arrangement with any person providing for a Sale-Leaseback Transaction unless: (1) the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for lease has a term including renewal rights of not more than three years and except for leases or less; (2) the lease is between the Company Guarantor and a Consolidated Restricted Subsidiary or between Consolidated Restricted Subsidiaries), which property has been ; (3) the Guarantor or the Restricted Subsidiary on the date such Sale-Leaseback Transaction is to be sold close could create a Lien on the Principal Property involved in the Sale-Leaseback Transaction to secure Debt under clause (3) or transferred by the Company or such Consolidated Subsidiary to such person, unless (a7) of Section 4.03; or (4) the Company Guarantor or the Restricted Subsidiary receiving the proceeds from such Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee Debt secured by a 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 SubsidiarySale-Leaseback Transaction, within 120 180 days of the effective date of any such arrangementafter it is consummated, applies applies, or commits to apply, an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or 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 leased or a part of Principal Property; or (ii) the redemption of Securities pursuant to, and 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 the Board Transaction and after giving effect to it, Exempted Debt does not exceed 10% of Directors of the Company) to the retirement (other than any 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 Company 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such SecuritiesNet Tangible Assets.

Limitation on Sale and Leaseback. Transactions The Company will not, nor and will it not permit any Consolidated Restricted Subsidiary to, enter engage in any Sale and Leaseback Transaction with respect to any Property unless: (i) the Sale and Leaseback Transaction was entered into any arrangement prior to the Issue Date; (ii) the Sale and Leaseback Transaction is solely with any person providing for the leasing by the Company and/or one or any Consolidated Subsidiary more Subsidiaries of any Principal Property the Company; (whether such Principal Property iii) the lease is now owned or hereafter acquired) (except for leases for a term period not in excess of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries)36 months, which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless including renewals; (aiv) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled, entitled (other than pursuant to clause (k) of the provisions definition of Section 3.05“Permitted Liens”), to issue, assume or guarantee Debt secured by a 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 Notes then outstanding under this Indenture, to Incur a Lien on such Property securing Indebtedness in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (bv) the Company or a Consolidated such Restricted Subsidiary, within 120 360 days after the sale of the effective date of any such arrangementProperty in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of the net proceeds of the sale of such Property to (a) the Principal Property leased pursuant to such arrangement prepayment, repayment, redemption, purchase or the fair market value retirement of Notes or other long-term Indebtedness of the Principal Property so leased at Company or such Restricted Subsidiary, (b) the time purchase, construction, development, expansion or improvement of entering into such arrangement assets or (as determined by c) a combination thereof; or (vi) the Board of Directors Attributable Debt of the Company) to Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Attributable Debt of the retirement Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions entered into after the Issue Date then outstanding (other than any mandatory retirement or by way of payment at maturitysuch Sale and Leaseback Transaction as would be permitted as described in clauses (i) through (v) of Funded this Section 412, would not exceed the greater of (x) the greater of (i) $1.795 billion and (ii) 100.0% of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters of the Company ending prior to the date of such determination for which consolidated financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) are available, and (y) an amount that does not cause the Consolidated Secured Leverage Ratio to exceed 2.0 to 1.0; provided that any Attributable Debt of the Company or any Consolidated Subsidiary (other than Funded Debt owned by the Company or any Consolidated Subsidiary and other than Funded Debt subordinated its Restricted Subsidiaries in the payment respect of principal or interest to the Securities Sale and except that no Security shall be retired if such retirement of Securities Leaseback Transactions entered into pursuant to this provision would Clause (vi) shall, in each case, be prohibited deemed to be secured by a Lien on the resolutions or supplemental indentures referred to in Section 2.03), provided, however, that in lieu Property of applying all or any part of such net proceeds or fair market value to such retirement, the Company may at and its option (i) deliver to the Trustee Securities theretofore purchased or otherwise acquired by the Company, or (ii) receive credit Restricted Subsidiaries 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 purposes of a sinking fund payment pursuant to Section 14.04 or applied in lieu calculating such Consolidated Secured Leverage Ratio irrespective of retiring Funded whether such Attributable 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such Securitiesactually constitutes secured Indebtedness.

Limitation on Sale and Leaseback. The Company Borrower will not, nor and will it not cause or permit any Consolidated Subsidiary of its Subsidiaries to, enter into any arrangement with any person providing for Sale and Leaseback Transactions, other than the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless following: (a) presently outstanding Sale and Leaseback Transactions listed on §7.8 of the Company 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 Subsidiary would be entitledreal 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 provisions purpose of Section 3.05securing all or any part of the cost of constructing or improving the property subject to such Sale and Leaseback Transaction (including, to issuewithout limitation, assume Sale and Leaseback Transactions incurred in connection with pollution control, industrial revenue, private activity bond or guarantee Debt secured by a mortgage upon such property similar financing); (e) any Sale and Leaseback Transaction the net proceeds of which are at least equal in amount to the Attributable Debt in respect fair value (as determined by the Borrower’s Board of Directors) of the property leased pursuant to such arrangement without equally Sale and ratably securing the Securities or (b) the Company or a Consolidated SubsidiaryLeaseback Transaction, so long as within 120 270 days of the effective date of any such arrangementSale and Leaseback Transaction, the Borrower applies (or irrevocably commits to an escrow account for the purpose or purposes hereinafter mentioned) an amount equal to the greater of the net proceeds of such Sale and Leaseback Transaction to either (i) the sale purchase of the Principal Property leased pursuant other property having a fair market value at least equal to such arrangement or the fair market value of the Principal Property so property leased at in such Sale and Leaseback Transaction and having a similar utility and function or (ii) the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any mandatory retirement or by way of payment at maturity) repayment of Funded Debt of the Company Borrower or the retirement of preferred stock of any Consolidated Subsidiary (other than Funded Debt preferred stock owned by the Company Borrower or any Consolidated Subsidiary Subsidiary) and other than Funded Debt subordinated in the payment of principal or interest if any such repayment is applied to the Securities and except that no Security Loans under this Credit Agreement then upon such repayment the Total Commitment 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be automatically reduced by an amount equal to the aggregate principal amount of such Securities.repayment; (f) any Sale and Leaseback Transaction involving any property or 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 ownership by United States Cellular Corporation or by any of its Subsidiaries of wireless telecommunications towers,

Limitation on Sale and Leaseback. The Company will notshall not enter, nor will it and shall not permit any Consolidated Subsidiary to, enter into any arrangement with any person providing for the leasing by the Company arrangement, directly or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries)indirectly, which property has been or is to be sold or transferred by whereby the Company or such Consolidated Subsidiary to such personshall, unless (a) the Company or such Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee Debt secured by a 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 one transaction or a Consolidated Subsidiaryseries of related transactions, within 120 days of the effective date (x) sell, transfer or otherwise dispose of any such arrangement, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any 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 Company or any Consolidated Subsidiary and other (y) more than Funded 120 days after the later of the date of initial acquisition of such Property or completion or occupancy thereof, as the case may be, by the Company or such Consolidated Subsidiary, rent or lease, as lessee, such Property or substantially identical Property or any material part thereof (a "Sale and Leaseback Transaction"), provided that the foregoing restriction shall not apply to any Sale and Leaseback Transaction if (a) immediately after the consummation of such Sale and Leaseback Transaction and after giving effect thereto, no Default or Event of Default shall exist and (b) any one of the following conditions is satisfied: (i) the lease concerned constitutes a Capitalized Lease and at the time of entering into such Sale and Leaseback Transaction and after giving effect thereto and to any Liens incurred pursuant to Section 601 hereof, the aggregate amount of all Secured Indebtedness and Attributable Debt subordinated would not exceed 15% of Consolidated Net Tangible Assets; or (ii) the lease has a term which in the payment aggregate would not exceed 36 months (including any extensions or renewals thereof at the option 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 lessee); or (iii) the resolutions or supplemental indentures referred to in Section 2.03), provided, however, that in lieu of applying all or any part sale of such net proceeds Property is for cash consideration which equals or exceeds the fair market value to such retirement, the Company may at its option thereof (i) deliver to the Trustee Securities theretofore purchased or otherwise acquired as determined in good faith by the Company) and the net proceeds from such sale are applied, within 180 days of the date of the sale thereof, to either (a) redemption or retirement of the Notes or (b) the payment (other than payments due at maturity or in satisfaction of, or (iiapplied to, any mandatory or scheduled payment or prepayment obligation) receive credit of indebtedness for Securities theretofore redeemed pursuant money borrowed of the Company which ranks, in right of payment, on a parity with or senior 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such SecuritiesNotes.

Limitation on Sale and Leaseback. The So long as any Notes are outstanding, the Company will not, nor and will it not permit any Consolidated Subsidiary of its Subsidiaries to, enter into any arrangement Sale and Leaseback Transaction unless: (i) the Sale and Leaseback Transaction is solely with any person providing for the leasing by the Company or any Consolidated Subsidiary of any Principal Property its Subsidiaries; (whether such Principal Property ii) the lease is now owned or hereafter acquired) (except for leases for a term period not in excess of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries)24 months, which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless including renewals; (aiii) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled, pursuant to the provisions entitled as described in clauses (i) through (ix) of Section 3.055.01(b), to issue, assume or guarantee Debt secured by a 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 Notes then outstanding under the Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property or assets in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (biv) the Company or a Consolidated such Subsidiary, within 120 360 days after the sale of the effective date of any property or assets in connection with such arrangementSale 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 leased pursuant to such arrangement or (B) the fair market value of the such Principal Property so leased at the time of entering into such arrangement to (as determined by the Board of Directors of the Company1) to the retirement (of Notes, other than any mandatory retirement or by way of payment at maturity) of Funded Debt of the Company ranking on a parity with the Notes or any Consolidated Subsidiary (other than Funded Debt owned by of a Subsidiary of the Company or any Consolidated Subsidiary and other than Funded Debt subordinated (2) the purchase of property or assets used or useful in the payment of principal its business 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 long-term indebtedness; or (v) the Attributable Debt pursuant 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 this 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 (vi) of Section 3.06 shall be reduced by 5.02(b)), would not exceed an amount equal to (x) 15% of Consolidated Net Tangible Assets less (y) the aggregate principal amount of the Secured Notes outstanding at such Securitiestime and the amount of (i) any Indebtedness incurred to extend, renew, replace or refund the Secured Notes secured by Liens pursuant to Section 5.01(b)(viii), (ii) any Indebtedness incurred pursuant to Section 5.01(b)(viii) above to refinance Indebtedness incurred pursuant to Section 5.01(c) and (iii) any Indebtedness incurred pursuant to Section 5.02(b)(iv) to refinance Indebtedness incurred pursuant to Section 5.02(c) (but excluding any Additional Refinancing Amount).

Limitation on Sale and Leaseback. The Company For so long as any Securities remain Outstanding under this Indenture, the Guarantor will not, nor and will it not permit any Consolidated Restricted Subsidiary to, enter into any arrangement with any person 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 a Restricted Subsidiary for a period, including renewals, in excess of three years of any Property which has been owned by the Guarantor or any Consolidated Restricted Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years six months and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company Guarantor or such Consolidated any Restricted Subsidiary to such person, lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Property (herein referred to as a “sale and leaseback transaction”) unless either: (a) the Company Guarantor or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee Debt could create indebtedness secured by a mortgage upon such property at least Lien under Section 1008 on the Property to be leased back in an amount equal in amount to the Attributable Debt in respect Value of such arrangement sale and leaseback transaction without equally and ratably securing the Securities or Securities; or (b) the Company Guarantor or a Consolidated such Restricted Subsidiary, within 120 270 days of after the effective date of any sale or transfer shall have been made by the Guarantor or such arrangementRestricted Subsidiary, applies in the case of a sale or transfer for cash, an amount equal to the greater of the net proceeds thereof or, in the case of the a sale of the Principal Property leased pursuant or transfer otherwise than for cash, an amount equal to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors any two directors of the CompanyGuarantor) to the retirement (other than any 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 Company 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may at its option (i) deliver the retirement of Indebtedness for Money Borrowed ranking prior to or on a parity with the Trustee Securities theretofore purchased Securities, incurred or otherwise acquired assumed by the CompanyGuarantor or 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 twelve months after the date of incurring, assuming or guaranteeing such indebtedness, (ii) receive credit for Securities theretofore redeemed pursuant to investment in any Property which is used or will be used or which is held or will be held in the resolutions ordinary course of business or supplemental indentures referred to (iii) the investment 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)Permitted Investments, the amount proceeds from the sale, disposal, realization, maturity or redemption of cash which the Company shall be required to apply to used either for (a) the retirement of Funded Debt pursuant Indebtedness for Money Borrowed ranking prior to this Section 3.06 shall or on a parity with the Securities, incurred or assumed by the Guarantor or 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 twelve months after the date of incurring, assuming or guaranteeing such Indebtedness for Money Borrowed or (b) the investment in any Property which is used or will be reduced by an amount equal to used or which is held or will be held in the aggregate principal amount ordinary course of such Securitiesbusiness.

Limitation on Sale and Leaseback. The Company will shall not, nor will and it shall not permit any Consolidated Restricted Subsidiary to, enter into any arrangement with any person providing for a Sale-Leaseback Transaction unless: (1) the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for lease has a term including renewal rights of not more than three years and except for leases or less; (2) the lease is between the Company and a Consolidated Restricted Subsidiary or between Consolidated Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless ; (a3) the Company or the Restricted Subsidiary on the date such Subsidiary would be entitled, pursuant Transaction is to close could create a Lien on the provisions property involved in the Sale-Leaseback Transaction to secure Debt under clause (3) or (7) of Section 3.05, to issue, assume or guarantee Debt secured by a 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 4.03; or (b4) the Company or a Consolidated Subsidiarythe Restricted Subsidiary receiving the proceeds from such Sale-Leaseback Transaction, within 120 180 days of the effective date of any such arrangementafter it is consummated, applies applies, or commits to apply, an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or 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 leased 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 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 the Board Transaction and after giving effect to it, Exempted Debt does not exceed 10% of Directors Consolidated Net Tangible Assets. The terms of the Company) to the retirement (other than any 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 Company 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 Series of Securities pursuant to this provision would be prohibited by the resolutions or supplemental indentures referred to in Section 2.03), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 adopted 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 pursuant to 2.01 may provide that this Section 3.06 shall be reduced by an amount equal 4.04 is not applicable to the aggregate principal amount of such SecuritiesSeries.

Limitation on Sale and Leaseback. (a) The Company will shall not, nor will it permit and shall not Permit any Consolidated Subsidiary to, enter into any arrangement with any person providing for Sale/Leaseback Transaction unless at least one of the leasing by following conditions is satisfied: (i) the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property lease is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated 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 a Person other than a Subsidiary; (ii) under clauses (1) through (8) of Section 4.7(b), which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless (a) the Company or such Subsidiary would be entitled, pursuant could create a Lien on the property to the provisions of Section 3.05, to issue, assume or guarantee Debt secured by a mortgage upon such property secure Indebtedness in an amount at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities or Sale/Leaseback Transaction; or (biii) the Company or a Consolidated Subsidiary, within 120 days of the effective date of any such arrangement, applies an amount equal to the greater Attributable Debt in respect of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any mandatory retirement or by way of payment at maturity) of Funded Debt of the Company or any Consolidated Subsidiary (other than Funded Debt owned Sale/Leaseback Transaction is applied by the Company in accordance with the terms of the Intercreditor Agreement. (b) To the extent the Intercreditor Agreement provides that any portion (the "Sale/Leaseback Redemption Amount") of the 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 portion of the Attributable Debt, redeem Securities at a redemption price equal to 100% of the principal amount of such Securities plus accrued and unpaid interest to and including the 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 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 and given to the Trustee, which record date shall be not less than two days after the date Of notice to the Trustee. (iii) If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities or any Consolidated Subsidiary and other than Funded Debt subordinated portions thereof to be redeemed pro rata (or as nearly pro rata as practicable in the payment sole discretion of the Trustee based on the principal amount of the then outstanding Securities). Securities and portions of them that the Trustee selects shall be in amounts of $1,000 or interest 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 and except that no Security shall or portions of Securities to be retired if such retirement redeemed. (iv) At least three days but not more than thirty days before a date for redemption of Securities pursuant to this provision would be prohibited by the resolutions or supplemental indentures referred to in Section 2.03), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement4.8, the Company may at its option shall mail a notice of redemption by first-class mail to each Holder of Securities to be so redeemed. (iv) deliver 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 Trustee Paying Agent to collect the redemption price; (5) if fewer than all the outstanding Securities theretofore purchased or otherwise acquired by are to be redeemed, the Company, or (ii) receive credit for Securities theretofore redeemed pursuant to identification and principal amounts of 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 particular Securities to be redeemed, and that after the Trustee (applicable redemption date, upon surrender of such Security, a new Security 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 pursuant to this Section 3.06 shall be reduced by an in principal amount equal to the aggregate unredeemed portion will be issued; (6) that, unless the Company 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 the corresponding paragraph in the Securities) pursuant to which the Securities called for redemption are being redeemed; and (8) if any Security is being redeemed in part, the portion of the principal amount of such SecuritiesSecurity 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 Company's expense. In such event, the Company shall provide the Trustee with the information required by this Section. (vii) Once notice of 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 Securities shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest to and including the applicable redemption date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the 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 the unredeemed portion of the Security surrendered.

Limitation on Sale and Leaseback. The Company Guarantor will notnot itself, nor and will it not permit any Consolidated Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for temporary leases for a term of not more than three years and years, or except for leases between sale or transfer and leaseback transactions involving the Company and 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, or to which any such lender or investor is a Consolidated party, providing for the leasing to the Guarantor or any Restricted Subsidiary or between Consolidated Subsidiaries), of any Principal Property which property has been or is to be sold or transferred by the Company Guarantor or such Consolidated any Restricted Subsidiary to such personlender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property unless, unless either: (a1) the Company Guarantor or such any Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee could create Debt secured by a mortgage upon such pursuant to Section 4.06 on the property at least equal in amount to the Attributable Debt in respect of such arrangement be leased without equally and ratably securing the Securities or (2) The Guarantor within the 12 months preceding such sale or (b) transfer or the Company 12 months following such sale or transfer, regardless of whether such sale or transfer may have been made by the Guarantor or by a Consolidated Restricted Subsidiary, within 120 days of the effective date of any such arrangement, has applied or applies an amount equal to the greater of (a) the net proceeds of the sale of the Principal Property property leased pursuant to such arrangement or (b) the fair market value of the Principal Property property so leased at the time of entering into such arrangement arrangement: (as determined by the Board of Directors of the Companyi) to the voluntary retirement (other than any mandatory retirement or by way of payment at maturity) of Funded Debt debt of the Company Guarantor or any Consolidated of a Restricted Subsidiary (other than Funded Debt owned or debt of a Subsidiary guaranteed by the Company or any Consolidated Subsidiary and other Guarantor which debt matures by its terms more than Funded Debt subordinated in one year after the payment of principal or interest to the Securities and except date on which it was originally incurred (collectively herein called “funded debt”); provided that no Security there 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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), credited against the amount of cash which the Company shall required by subparagraph (2) to be required to apply applied to the retirement of Funded Debt pursuant to this Section 3.06 shall be reduced by funded debt an amount equal to to: (A) the aggregate 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, and (B) the principal amount of funded debt, other than Securities, voluntarily retired by the Guarantor within 12 months before or after such sale; or (ii) to the acquisition, development or improvement of a Principal Property or Principal Properties.

Limitation on Sale and Leaseback. The So long as any Notes are outstanding, the Company will not, nor and will it not permit any Consolidated Subsidiary of its Subsidiaries to, enter into any arrangement Sale and Leaseback Transaction unless: (i) the Sale and Leaseback Transaction is solely with any person providing for the leasing by the Company or any Consolidated Subsidiary of any Principal Property its Subsidiaries; (whether such Principal Property ii) the lease is now owned or hereafter acquired) (except for leases for a term period not in excess of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries)24 months, which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless including renewals; (aiii) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled, pursuant to the provisions entitled as described in clauses (i) through(ix) of Section 3.055.01(b), to issue, assume or guarantee Debt secured by a 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 Notes then outstanding under the Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property or assets in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (biv) the Company or a Consolidated such Subsidiary, within 120 360 days after the sale of the effective date of any property or assets in connection with such arrangementSale 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 leased pursuant to such arrangement or (B) the fair market value of the such Principal Property so leased at the time of entering into such arrangement to (as determined by the Board of Directors of the Company1) to the retirement (of Notes, other than any mandatory retirement or by way of payment at maturity) of Funded Debt of the Company ranking on a parity with the Notes or any Consolidated Subsidiary (other than Funded Debt owned by of a Subsidiary of the Company or any Consolidated Subsidiary and other than Funded Debt subordinated (2) the purchase of property or assets used or useful in the payment of principal its business 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 long-term indebtedness; or (v) the Attributable Debt pursuant 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 this 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 (vi) of Section 3.06 shall be reduced by 5.02(b)), would not exceed an amount equal to (x) 15% of Consolidated Net Tangible Assets less (y) the aggregate principal amount of the Secured Notes outstanding at such Securitiestime and the amount of (i) any Indebtedness incurred to extend, renew, replace or refund the Secured Notes secured by Liens pursuant to Section 5.01(b)(viii), (ii) any Indebtedness incurred pursuant to Section 5.01(b)(viii) above to refinance Indebtedness incurred pursuant to Section 5.01(c) and (iii) any Indebtedness incurred pursuant to Section 5.02(b)(vi)Section 5.02(b)(iv) to refinance Indebtedness incurred pursuant to Section 5.02(c) (but excluding any Additional Refinancing Amount).

Limitation on Sale and Leaseback. The Company 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 Consolidated Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Company Issuer or any Consolidated Restricted Subsidiary of any Principal Property (Manufacturing Property, whether such Principal Manufacturing Property is now owned or hereafter acquired) (, except for temporary leases for a term term, including renewals at the option of the lessee, of not more than three years and except for leases between the Company Issuer and a Consolidated Restricted Subsidiary or between Consolidated Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company Issuer or such Consolidated Restricted Subsidiary to such person, Person with the intention of taking back a lease of such property (a "sale and leaseback transaction") unless the proceeds of such sale or transfer shall be at least equal to the fair value of such property as determined by resolution adopted by the Board of Directors and either: (ai) the Company Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.053.06, to issue, issue or assume or guarantee Debt secured by a mortgage upon Mortgage on such property at least equal in amount to the Attributable Debt in respect of such arrangement sale and leaseback transaction without equally and ratably securing the Securities 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 Restricted 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 (bB) the Company or a Consolidated Subsidiary, within 120 days part of the effective date proceeds of any such arrangement, applies 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 greater remainder of the net 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 Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement amount, if any, elected under clause (as determined by the Board of Directors of the Companyii) hereof) to the retirement (other than any mandatory retirement or by way of payment at maturity) of Funded Debt of the Company Issuer or any Consolidated Subsidiary (other than Funded Debt owned by the Company 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may at its option (i) deliver to the Trustee Securities theretofore purchased or otherwise acquired by the CompanyRestricted Subsidiary, or (iiB) 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 pursuant to this Section 3.06 shall be reduced by consider an amount equal to the aggregate principal amount Attributable Debt in respect of such Securitiessale and leaseback 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 does not exceed 5% of Consolidated Net Tangible Assets.

Limitation on Sale and Leaseback. The Company will shall not, nor will it and shall not permit any Consolidated Restricted Subsidiary to, 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 person providing other Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, 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 (or, in the case of Global Notes, such notice shall be delivered to the Depositary for the leasing communication to entitled account Holders), by the Company or any Consolidated Subsidiary of any Principal Property (whether or, at the Company’s request given at least five Business Days before such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or notice is to be sold or transferred sent, by the Trustee in the name and at the expense of the Company, on a date selected by the Company or not later than 12 months from the date such Consolidated Subsidiary Offer to such person, unless (a) the Company or such Subsidiary would Purchase is required to be entitled, made pursuant to the provisions immediately preceding sentence. To the extent that the aggregate purchase price for the Notes or other Senior Indebtedness tendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in such offer, an amount of Section 3.05Excess 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, to issue, assume the Company shall (i) accept for payment Notes or guarantee Debt secured by a mortgage upon such property at least equal in amount portions thereof tendered pursuant to the Attributable Debt Offer to Purchase in respect an aggregate principal amount equal to the Purchase Amount (selected by lot or on a pro rata basis (and in the case of such arrangement without equally and ratably securing Global Notes, in accordance with the Securities or (b) the Company or a Consolidated Subsidiary, within 120 days applicable procedures of the effective date Depositary) and equal to $2,000 or an integral multiple of any such arrangement$1,000 in excess thereof) of the principal amount of Notes of a denomination larger than $2,000), applies (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted. The Paying Agent shall promptly mail (or pay by wire transfer) to the Holders of Notes so accepted payment in an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased purchase price, and, at the time of entering into such arrangement (as determined by the Board of Directors written direction of the Company) , the Trustee shall promptly authenticate and send to the retirement such Holders a new security equal in principal amount to any unpurchased portion of each security surrendered (other than any 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 Company or any Consolidated Subsidiary and other than Funded Debt subordinated or, in the payment case of principal or interest to Global Notes, cause 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such Securitiesglobal security to be adjusted appropriately). Election of the 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 Purchase Date. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture related to limitations on Sale and Leaseback Transactions, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture related to limitations on Sale and Leaseback Transactions by virtue of such conflicts.

Limitation on Sale and Leaseback. The Company will shall not, nor will it and shall not permit any Consolidated Restricted Subsidiary to, 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 person providing other Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, 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 (or, in the case of Global Notes, such notice shall be delivered to DTC for the leasing communication to entitled account Holders), by the Company or any Consolidated Subsidiary of any Principal Property (whether or, at the Company’s written request given at least five Business Days before such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or notice is to be sold or transferred sent, by the Trustee in the name and at the expense of the Company, on a date selected by the Company or not later than 12 months from the date such Consolidated Subsidiary Offer to such person, unless (a) the Company or such Subsidiary would Purchase is required to be entitled, made pursuant to the provisions immediately preceding sentence. To the extent that the aggregate purchase price for the Notes or other Senior Indebtedness tendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in such offer, an amount of Section 3.05Excess 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, to issue, assume the Company shall (i) accept for payment Notes or guarantee Debt secured by a mortgage upon such property at least equal in amount portions thereof tendered pursuant to the Attributable Debt Offer to Purchase in respect an aggregate principal amount equal to the Purchase Amount (selected by the Trustee by lot or on a pro rata basis (and in the case of such arrangement without equally Global Notes, in accordance with the applicable procedures of DTC) and ratably securing the Securities equal to $2,000 or (ban integral multiple of $1,000 in excess thereof) the Company or a Consolidated Subsidiary, within 120 days of the effective date principal amount of any such arrangementNotes of a denomination larger than $2,000), applies (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Trustee Notes so accepted. The Paying Agent shall promptly mail (or pay by wire transfer) to the Holders of Notes so accepted payment in an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased purchase price, and, at the time of entering into such arrangement (as determined by the Board of Directors written direction of the Company) , the Trustee shall promptly authenticate and send to the retirement such Holders a new security equal in principal amount to any unpurchased portion of each security surrendered (other than any 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 Company or any Consolidated Subsidiary and other than Funded Debt subordinated or, in the payment case of principal or interest to Global Notes, cause 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of such Securitiesglobal security to be adjusted appropriately). Election of the 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 Purchase Date. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture related to limitations on Sale and Leaseback Transactions, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of the Indenture related to limitations on Sale and Leaseback Transactions by virtue of such conflicts.

Limitation on Sale and Leaseback. The Company Borrower will not, nor and will it not cause or permit any Consolidated Subsidiary of its Subsidiaries to, enter into any arrangement with any person providing for Sale and Leaseback Transactions, other than the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless following: (a) any Sale and Leaseback Transaction entered into by the Company Borrower to finance the payment of all or any part of the purchase price of such Subsidiary would be entitledreal 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, pursuant 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 provisions Borrower as permitted hereby; (c) any Sale and Leaseback Transaction the net proceeds of Section 3.05, to issue, assume or guarantee Debt secured by a mortgage upon such property which are at least equal in amount to the Attributable Debt in respect fair value (as determined by the Borrower’s Board of Directors) of the property leased pursuant to such arrangement without equally Sale and ratably securing the Securities or (b) the Company or a Consolidated SubsidiaryLeaseback Transaction, so long as within 120 270 days of the effective date of any such arrangementSale and Leaseback Transaction, the Borrower applies (or irrevocably commits to an escrow account for the purpose or purposes hereinafter mentioned) an amount equal to the greater of the net proceeds of such Sale and Leaseback Transaction to either (i) the sale purchase of the Principal Property leased pursuant other property having a fair market value at least equal to such arrangement or the fair market value of the Principal Property so property leased at in such Sale and Leaseback Transaction and having a similar utility and function, or (ii) the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any mandatory retirement or by way of payment at maturity) repayment of Funded Debt of the Company Borrower or the retirement of preferred stock of any Consolidated Subsidiary (other than Funded Debt preferred stock owned by the Company Borrower or any Consolidated Subsidiary Subsidiary), and other than Funded Debt subordinated in the payment of principal or interest if any such repayment is applied to the Securities and except that no Security Loans under this Agreement, then, upon such repayment, the Total Commitment 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be automatically reduced by an amount equal to the aggregate principal amount of such Securities.repayment; (d) any Sale and Leaseback Transaction involving any property or assets (other than spectrum licenses) now owned or from time to time hereafter acquired by the Borrower 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 a Sale and 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. The Company So long as any of the Securities remain outstanding, the Issuer will not, nor will it permit any Consolidated Subsidiary to, not enter into any arrangement 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 any person providing 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 leasing 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 Company Issuer (including any improvements to existing property) or any Consolidated Subsidiary 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 Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of acquisition, such Sale and Leaseback Transaction shall not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which involve any property has been or is to be sold or transferred by the Company Issuer to a subsidiary of the Issuer in contemplation of or in connection with such Consolidated Subsidiary 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 personSale and Leaseback Transaction (including, unless 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) the Company to (c), inclusive; PROVIDED, HOWEVER, that such lease extension, renewal or such Subsidiary would replacement shall be entitled, pursuant limited to the provisions of Section 3.05, to issue, assume all or guarantee Debt secured by a 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 any part of the effective date of same property leased under the lease so extended, renewed or replaced (plus improvements to such property); and (e) any such arrangement, applies an amount equal to the greater of Sale and Leaseback Transaction the net proceeds of the sale of the Principal Property leased pursuant which are at least equal to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors Directors) of the Companyproperty leased pursuant to such Sale and Leaseback Transaction, so long as within 270 days of the effective date of such Sale and Leaseback Transaction, the Issuer applies (or irrevocably commits to an escrow account for the purpose or purposes hereinafter mentioned) an amount equal to the net proceeds of such Sale and Leaseback Transaction to either (x) the purchase of other property having a fair value at least equal to the fair value of the property leased in such Sale and Leaseback Transaction and having a similar utility and function, or (y) the retirement or repayment (other than any mandatory retirement or by way of payment repayment at maturity) of (i) Securities, (ii) other Funded Debt of the Company Issuer which ranks prior to or on a parity with the Securities or (iii) indebtedness of any Consolidated Subsidiary subsidiary of the Issuer maturing by its terms more than one year from its date of issuance (notwithstanding that any portion of such indebtedness is included in current liabilities) or preferred stock of any subsidiary of the Issuer (other than Funded Debt any such indebtedness owed to or preferred stock owned by the Company Issuer or any Consolidated Subsidiary and other than Funded Debt subordinated in subsidiary of 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 2.03Issuer); PROVIDED, provided, howeverHOWEVER, that in lieu of applying an amount equivalent to all or any part of such net proceeds or fair market value to such retirementretirement or repayment (or committing such an amount to an escrow account for such purpose), the Company Issuer may at its option (i) deliver to the Trustee Outstanding Securities theretofore purchased or otherwise acquired by and thereby reduce the Company, or (ii) receive credit for Securities theretofore redeemed amount to be applied 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 (y) 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 this clause (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 pursuant to this Section 3.06 shall be reduced e) by an amount equal equivalent to the aggregate principal amount of such Securitiesthe Securities so delivered.

Limitation on Sale and Leaseback. The So long as any of the Securities remain Outstanding, the Company will not, nor will it permit any Consolidated Subsidiary its Subsidiaries to, enter into any arrangement 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 any person providing the aggregate principal amount of all Secured Debt (other than Secured Debt described in clauses (a) to (h), inclusive, of Section 4.7), 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 leasing 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 Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned improvements to existing property) or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries)entered into prior to, which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless (a) the Company or such Subsidiary would be entitled, pursuant to the provisions of Section 3.05, to issue, assume or guarantee Debt secured by a 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, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering or within 120 days after the acquisition or construction of such property, which Sale and Leaseback Transaction is entered into such arrangement (as determined by for the Board purpose of Directors financing all or part of the Company) to the retirement (other than any mandatory retirement purchase or by way of payment at maturity) of Funded Debt of the Company or any Consolidated Subsidiary (other than Funded Debt owned by the Company 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), construction price thereof; provided, however, that in lieu the case of applying any 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 Company or a Subsidiary 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); (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 such net proceeds the cost of constructing or fair market value improving the property subject to such retirementSale 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 Company may at its option extension, renewal or replacement (ior successive extensions, renewals or replacements) deliver to the Trustee Securities theretofore purchased in whole or otherwise acquired by the Company, or (ii) receive credit for Securities theretofore redeemed in part of a lease pursuant to the resolutions or supplemental indentures a Sale and Leaseback Transaction 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 foregoing clauses (a) 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 deliveredc), the amount of cash which the Company shall be required to apply to the retirement of Funded Debt pursuant to this Section 3.06 shall be reduced by an amount equal to the aggregate principal amount of inclusive; provided, however, that such Securities.lease extension, renewal or replacement shall

Limitation on Sale and Leaseback. The Company Borrower will not, nor --------------------------------- and will it not cause or permit any Consolidated Subsidiary of its Subsidiaries to, enter into any arrangement with any person providing for Sale and Leaseback Transactions, other than the leasing by the Company or any Consolidated Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for leases for a term of not more than three years and except for leases between the Company and a Consolidated Subsidiary or between Consolidated Subsidiaries), which property has been or is to be sold or transferred by the Company or such Consolidated Subsidiary to such person, unless following: (a) any Sale and Leaseback Transaction entered into by the Company Borrower to finance the payment of all or any part of the purchase price of such Subsidiary would be entitledreal 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, pursuant 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 provisions Borrower as permitted hereby; (c) any Sale and Leaseback Transaction the net proceeds of Section 3.05, to issue, assume or guarantee Debt secured by a mortgage upon such property which are at least equal in amount to the Attributable Debt in respect fair value (as determined by the Borrower's Board of Directors) of the property leased pursuant to such arrangement without equally Sale and ratably securing the Securities or (b) the Company or a Consolidated SubsidiaryLeaseback Transaction, so long as within 120 270 days of the effective date of any such arrangementSale and Leaseback Transaction, the Borrower applies (or irrevocably commits to an escrow account for the purpose or purposes hereinafter mentioned) an amount equal to the greater of the net proceeds of such Sale and Leaseback Transaction to either (x) the sale purchase of the Principal Property leased pursuant other property having a fair market value at least equal to such arrangement or the fair market value of the Principal Property so property leased at in such Sale and Leaseback Transaction and having a similar utility and function or (y) the time of entering into such arrangement (as determined by the Board of Directors of the Company) to the retirement (other than any mandatory retirement or by way of payment at maturity) repayment of Funded Debt of the Company Borrower or the retirement of preferred stock of any Consolidated Subsidiary (other than Funded Debt preferred stock owned by the Company Borrower or any Consolidated Subsidiary Subsidiary) and other than Funded Debt subordinated in the payment of principal or interest if any such repayment is applied to the Securities and except that no Security Loans under this Credit Agreement then upon such repayment the Total Commitment 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), provided, however, that in lieu of applying all or any part of such net proceeds or fair market value to such retirement, the Company may 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 pursuant to this Section 3.06 shall be automatically reduced by an amount equal to the aggregate principal amount of such Securitiesrepayment; (d) any Sale and Leaseback Transaction involving any property or assets (other than spectrum licenses) now owned or from time to time hereafter acquired by the Borrower 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 a Sale and 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 Section 7.2(n), shall not at any time in the aggregate exceed more than ten percent (10%) of Consolidated Net Assets.