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

Limitation on Sale/Leaseback Transactions. The Guarantor shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction unless: (a) the Sale-Leaseback Transaction occurs within six months from the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Property.

Limitation on Sale/Leaseback Transactions. The Guarantor While any of the Notes remain outstanding, the Issuer shall not, and shall not permit any Restricted Subsidiary of its Principal Subsidiaries to, enter into any engage in a Sale-Leaseback Transaction Transaction, unless: (a1) the Sale-Leaseback Transaction occurs within six months one year from the date of the acquisition of the Restricted relevant Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of on such Restricted Principal Property, whichever is later; or, and the Issuer has elected to designate, as a credit against (but not exceeding) the purchase price or cost of construction, development, repair or improvement of such Principal Property, an amount equal to all or a portion of the net sale proceeds from such Sale-Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (3) below); (b2) the Issuer or such Principal Subsidiary would be entitled to incur Debt secured by a Lien on the Principal Property subject to the Sale-Leaseback Transaction is between in a principal amount equal to or exceeding the Guarantor net sale proceeds from such Sale-Leaseback Transaction without equally and a Restricted Subsidiary of ratably securing the Guarantor, or between Restricted Subsidiaries of the GuarantorNotes; or (c3) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Issuer or such Restricted Principal Subsidiary, within a one year 270-day period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such Sale-Leaseback Transaction to (a) the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness unsubordinated Debt of the Guarantor Issuer or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee its Subsidiaries or (iib) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar investment in another Principal Property.

Limitation on Sale/Leaseback Transactions. The Guarantor shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-/Leaseback Transaction unless: with any Person (a) the Sale-Leaseback Transaction occurs within six months from the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between other than the Guarantor and or a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or ) unless: (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (ea) the Guarantor or such Restricted Subsidiary, Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 1008 hereof without equally and ratably securing the Notes pursuant to such covenant; (b) after the date of first issuance of the Notes hereunder and within a one year period commencing nine months prior to the consummation of such Sale/Leaseback Transaction and ending nine months after the consummation thereof, the Guarantor or such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor and its Subsidiaries an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction and the Guarantor shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or as otherwise permitted); or (c) the Company or the Guarantor, during the nine-month period after the effective date of such Sale-/Leaseback Transaction, shall have applied to either (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Notes, any Pari Passu Indebtedness or any Funded Indebtedness or (ii) the acquisition of one or more Principal Properties at fair value, an amount equal to the greater of the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Guarantor Board of Directors, of such property as of the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Guarantor as set forth in clause (b) above), less an amount equal to the sum of the principal amount of Notes hereunder, Pari Passu Indebtedness and Funded Indebtedness voluntarily defeased or retired by the Company or the Guarantor plus any amount expended to acquire any Principal Properties at fair value, within such nine-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction Guarantor during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary of the Company to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Subsidiary of the Company) unless: (a) the Company or such Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to Section 3.10 hereof without equally and ratably securing the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Securities pursuant to such Restricted Property, whichever is later; orSection; (b) after the Issue Date and within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a Restricted consummation thereof, the Company or such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, Company and its Subsidiaries an amount equal to all or between Restricted Subsidiaries a portion of the GuarantorNet Proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the SaleCompany, during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Securities or any Pari Passu Indebtedness an amount equal to the greater of the Guarantor Net Proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction Company during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary to, enter into any SaleSale and Lease-Leaseback Back Transaction unless: (a) the SaleCompany or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Leaseback Transaction occurs within six months from Back Transaction, would be entitled to incur Indebtedness secured by a lien on the date of Principal Property to be leased in an amount at least equal to the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations Attributable Debt in respect of such Restricted PropertySale and Lease-Back Transaction, whichever is laterwithout equally and ratably securing the Securities pursuant to subsection (1) above; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary direct or indirect proceeds of the Guarantorsale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or between Restricted Subsidiaries of Funded Indebtedness of the GuarantorCompany or a consolidated Subsidiary ranking on a parity with or senior to the Securities; or provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (cb) an amount equal to the Sale-Leaseback Transaction involves a lease for a period, including renewals, sum of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an the principal amount not less than of Securities delivered within 180 days of the Attributable Indebtedness from effective date of such SaleSale and Lease-Leaseback Back Transaction to the prepayment, repayment, redemption, reduction or Trustee for retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or and cancellation and (ii) enters into a bona fide commitment to expend an the principal amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar PropertyFunded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary of the Company to, enter into any Sale-/Leaseback Transaction with respect to any Property unless: (1) the Sale/Leaseback Transaction is solely with the Company or another Subsidiary of the Company; (2) the lease is for a period not in excess of 36 months (or which may be terminated by the Company or such Subsidiary), including renewals; (3) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) to (13) of Section 4.02(b), without equally and ratably securing the Notes, to create, incur, issue, assume or guarantee Debt secured by a Lien on such Property in the amount of the Attributable Debt arising from such Sale/Leaseback Transaction; (4) the Company or such Subsidiary within 360 days after the sale of such Property in connection with such Sale/Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such Property to (a) the Sale-Leaseback Transaction occurs within six months from the date retirement of the acquisition Notes, other Funded Debt of the Restricted Property subject thereto Company ranking on a parity with the Notes (or the date Guarantees of the completion Notes) or Funded Debt of construction a Subsidiary of the Company; (b) the purchase of Property; or commencement of full operations of such Restricted Property, whichever is later(c) a combination thereof; or (b5) (i) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary Attributable Debt of the Guarantor, or between Restricted Company and Subsidiaries of the Guarantor; or (c) the Sale-Company in respect of such Sale/ Leaseback Transaction involves a lease for a period, including renewals, of not more and all other Sale/Leaseback Transactions on Properties entered into after the Issue Date (other than three years; or (d) the any such Sale-/Leaseback Transaction constitutes a Permitted Lien for the purposes as would be permitted as described in clauses (1) through (4) of this Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary4.03), within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or plus (ii) enters into the aggregate principal amount of Debt secured by Liens then outstanding (not including any such Debt secured by Liens described in Section 4.02(b)) that are not equally and ratably secured with the outstanding Notes (or secured on a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period basis junior to the acquisitionoutstanding Notes), construction or development would not exceed 20.0% of other similar PropertyConsolidated Total Assets.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-/Leaseback Transaction unless:with any Person (other than the Company or any other Subsidiary) unless (i) the Company or such Subsidiary, as the case may be, would be entitled to incur secured Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction in accordance with Section 4.09 or (ii) the Company or such Subsidiary receives proceeds from such Sale/Leaseback Transaction at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, whose determination in good faith, evidenced by a resolution of such Board shall be conclusive) and such proceeds are applied in accordance with paragraphs (b) to (g) hereof. (ab) The Company may apply Net Available Proceeds from such Sale/Leaseback Transaction, within 365 days after receipt of Net Available Proceeds from the Sale/Leaseback Transaction, to: (i) the repayment of Indebtedness of the Company or a Subsidiary under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or make-whole redemption of the Existing Notes or the Securities; (ii) make an Investment in assets used in the Oil and Gas Business; or (iii) develop by drilling the Company’s oil and gas reserves. (c) If, upon completion of the 365-day period referred to above, any portion of the Net Available Proceeds shall not have been applied by the Company as described in clauses (i), (ii) or (iii) of the immediately preceding paragraph and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Sale-/Leaseback Transaction occurs within six months from (such aggregate constituting “Excess Proceeds”), exceed $40,000,000, then the Company will be obligated to make an offer (the “Net Proceeds Offer”) to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is required to be made concurrently with the Net Proceeds Offer having an aggregate principal amount equal to the Excess Proceeds (such purchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal amount of the Securities and other Senior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased to the date of repurchase. Upon the completion of the Net Proceeds Offer, the amount of Excess Proceeds will be reset to zero. (d) Within 15 days after the Company becomes obligated to make a Net Proceeds Offer (a “Net Proceeds Offer Triggering Event”), the Company (with notice to the Trustee and the Paying Agent), or the Trustee at the Company’s request and expense, will mail or cause to be mailed to all Holders on the date of the acquisition Net Proceeds Offer Triggering Event a notice prepared by the Company (the “Offer Notice”) of the Restricted Property subject thereto or the date occurrence of such Net Proceeds Offer Triggering Event and of the completion Holders’ rights arising as a result thereof. The Offer Notice will contain all instructions and materials necessary to enable Holders to tender their Securities to the Company. The Offer Notice, which shall govern the terms of construction or commencement of full operations of such Restricted Propertythe Net Proceeds Offer, whichever shall state: (1) that the Net Proceeds Offer is laterbeing made pursuant to this Section 4.10; or (b2) the Sale-Leaseback Transaction is between purchase price and the Guarantor Net Proceeds Payment Date; (3) that any Security not tendered will continue to accrue interest at the stated rate; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on the Net Proceeds Payment Date; (5) that Holders electing to have a Security purchased pursuant to any Net Proceeds Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Net Proceeds Offer; (6) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Proceeds Offer, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a Restricted Subsidiary statement that such Holder is withdrawing its election to have the Security purchased; and (7) that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to the unpurchased portion of the Guarantor, or between Restricted Subsidiaries Securities surrendered. The Net Proceeds Offer shall be deemed to have commenced upon the mailing of the Guarantor; or (c) the Sale-Leaseback Transaction involves Offer Notice and shall terminate 20 Business Days after its commencement, unless a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; orlonger offering period is required by law. (e) Promptly after the Guarantor or such Restricted Subsidiarytermination of the Net Proceeds Offer (the “Net Proceeds Payment Date”), within a one year period after such Sale-Leaseback Transactionthe Company shall, to the extent permitted by applicable law, (i) applies accept for payment Securities or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction portions thereof tendered pursuant to the prepaymentOffer Notice, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into if the Company appoints a bona fide commitment depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to expend pay the purchase price of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof tendered to the Company. The depositary, the Company or the Paying Agent, as the case may be, shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount not less than equal to the Attributable Indebtedness for purchase price (representing those funds received pursuant to clause (ii) of this Section 4.10(c)), and the Trustee shall promptly authenticate and mail or deliver to each such Holder a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. For purposes of this Section 4.10, the Trustee shall act as the Paying Agent. (f) The Company will comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and any other federal and state securities laws, rules and regulations which may then be applicable to any Net Proceeds Offer. (g) During the period between any Sale-/Leaseback Transaction during such one-year period to and the acquisitionapplication of the Net Available Proceeds therefrom in accordance with this covenant, construction or development of other similar Propertyall Net Available Proceeds shall be maintained in a segregated account and shall be invested in Permitted Financial Investments.

Limitation on Sale/Leaseback Transactions. The Guarantor Partnership shall not, and shall not permit any Restricted Subsidiary of its Principal Subsidiaries to, enter into any engage in a Sale-Leaseback Transaction Transaction, unless: (a1) the Sale-Leaseback Transaction occurs within six months one year from the date of the acquisition of the Restricted relevant Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of on such Restricted Principal Property, whichever is later; or, and the Partnership has elected to designate, as a credit against (but not exceeding) the purchase price or cost of construction, development, repair or improvement of such Principal Property, an amount equal to all or a portion of the net sale proceeds from such Sale-Leaseback Transaction (with any such amount not being so designated to be applied as set forth in Section 4.09(3) below); (b2) the Partnership or such Principal Subsidiary would be entitled to incur Debt secured by a Lien on the Principal Property subject to the Sale-Leaseback Transaction is between in a principal amount equal to or exceeding the Guarantor net sale proceeds from such Sale-Leaseback Transaction without equally and a Restricted Subsidiary of ratably securing the Guarantor, or between Restricted Subsidiaries of the GuarantorNotes; or (c3) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Partnership or such Restricted Principal Subsidiary, within a one year 270-day period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such Sale-Leaseback Transaction to (a) the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness unsubordinated Debt of the Guarantor Partnership or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee its Subsidiaries or (iib) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar investment in another Principal Property.

Limitation on Sale/Leaseback Transactions. The None of the Company, the Guarantor shall not, and shall not permit or any Restricted other Subsidiary to, will enter into any Sale-/Leaseback Transaction with any Person (other than the Guarantor or a Subsidiary) providing for a term of more than three years unless: (a) the Company, the Guarantor or such other Subsidiary would be permitted, pursuant to the terms of Section 1005, to incur indebtedness in an aggregate principal amount equal to or exceeding the value of the Sale-/Leaseback Transaction occurs within six months from secured by a Lien on the date of the acquisition of the Restricted Property property subject thereto or the date of the completion of construction or commencement of full operations of to such Restricted Property, whichever is later; orSale/Leaseback Transaction; (b) since the date of this Indenture and within a period commencing six months prior to the Sale-/Leaseback Transaction is between and ending six months after the consummation thereof, the Company, the Guarantor or such other Subsidiary expends for any property (including amounts expended for the acquisition, exploration, drilling or development thereof, or for additions, alterations, improvements or repairs thereto) an amount up to the net proceeds of such Sale/Leaseback Transaction, and a Restricted Subsidiary of the Company or the Guarantor, or between Restricted Subsidiaries as the case may be, elects to designate such amount as a credit against such Sale/Leaseback Transaction (with any amount of the Guarantorsuch net proceeds not being so designated to be applied as set forth in paragraph (c) below); or (c) the Sale-Leaseback Transaction involves a lease for a periodCompany or Guarantor, including renewalsas the case may be, during or immediately after the expiration of not more than three years; or (d) the 12 month period following the consummation of the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-/Leaseback Transaction, applies to the voluntary retirement, redemption or defeasance of the Securities and its other Senior Indebtedness an amount equal to the greater of (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such net proceeds of the Sale-/Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or and (ii) enters into a bona fide commitment the fair value, in the opinion of the Board of Directors of the Company or the Guarantor, as the case may be, of the subject property of the Sale/Leaseback Transaction at the time of such transaction (adjusted, in either case, to expend reflect the remaining term of the lease and any amount applied pursuant to paragraph (b) above), less an amount not less than equal to the Attributable principal amount of other Senior Indebtedness for such Sale-Leaseback Transaction voluntarily retired by the Company or the Guarantor, as the case may be, during such one12-year period to the acquisition, construction or development of other similar Propertymonth period.

Limitation on Sale/Leaseback Transactions. (1) The Guarantor shall Obligor will not, and shall will not permit permit, any of its Restricted Subsidiary Subsidiaries to, enter into any Sale-Leaseback Transaction unless: (a) sell or transfer, directly or indirectly, except to the Sale-Leaseback Transaction occurs within six months from the date of the acquisition of the Restricted Property subject thereto Obligor or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the GuarantorObligor, any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or between Restricted Subsidiaries any substantial portion thereof, with the intention of the Guarantor; or (c) the Sale-Leaseback Transaction involves taking back a lease of all or part of such property, except a lease for a periodperiod of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided that, including renewalsnotwithstanding the foregoing, the Obligor or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Obligor) and lease it back for a longer period (i) if the Obligor or such Restricted Subsidiary would be entitled, pursuant to Section 9.06, to create a Lien on the property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Notes or (ii) if (A) the Obligor promptly informs the Trustee of such transactions, (B) the net proceeds of such transactions are at least equal to the fair value (as determined by a Managing Directors Resolution) of such property and (C) the Obligor causes an amount equal to the net proceeds of the sale to be applied either (x) to the retirement (whether by redemption, cancellation after open-market purchases, or otherwise), within 365 days after receipt of such proceeds, of not more than three years; or Funded Debt having an outstanding principal amount equal to such net proceeds or (dy) to the Sale-Leaseback Transaction constitutes a Permitted Lien for purchase or acquisition (or in the purposes case of Section 3.03 hereof; or (eproperty, the construction) of property or assets used in the Guarantor business of the Obligor or such any Restricted Subsidiary, within a one year period 365 days after receipt of such Sale-Leaseback Transactionproceeds. (2) Notwithstanding Section 9.07(1), (i) applies the Obligor or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness Restricted Subsidiary of the Guarantor Obligor may enter into sale and lease-back transactions in addition to those permitted by Section 9.07(1), and without any obligation to retire any outstanding Funded Debt or any Subsidiary having a maturity to purchase property or assets, provided that at the time of more than one year that is entering into such sale and lease-back transactions and after giving effect thereto, Exempted Debt does not subordinated to exceed 15% of Consolidated Net Tangible Assets of the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar PropertyObligor.

Limitation on Sale/Leaseback Transactions. The Guarantor shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction unless: (a) Neither the Sale-Leaseback Transaction occurs within six months from the date Company nor any of the acquisition Subsidiary Guarantors may engage in a transaction with any Person (other than the Company or a Subsidiary) providing for the leasing by the Company or any Subsidiary Guarantor of any Principal Property of the Restricted Company or a Subsidiary Guarantor or any property which together with any other property subject to the same transaction or series of related transactions would in the aggregate constitute a Principal Property subject thereto of the Company or a Subsidiary Guarantor, except for transactions (i) involving a lease which will not exceed three years, including renewals (or which may be terminated by the Company or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the applicable Subsidiary Guarantor and within a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, period of not more than three years), (ii) involving a lease of Principal Property executed by the time of, or within 12 months after, the latest of the acquisition, completion of construction, or commencement of operations of such Principal Property, (iii) that were for the sale and leasing back to the Company or a Subsidiary any Principal Property, and (iv) that were entered into prior to, or within 12 months of, the Issue Date (a “Sale/Leaseback Transaction”), unless the net proceeds of the sale or transfer of the property to be leased are at least equal to the fair market value of such property and unless: (i) this Indenture would have allowed the Company or any of the Subsidiary Guarantors to create a Lien on such Principal Property to secure debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction without securing the Notes pursuant to the terms of Section 4.5; or (dii) within 360 days, the Company or any Subsidiary Guarantor applies an amount equal to the net proceeds of such sale or transfer to: (A) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or voluntary retirement of any Indebtedness of the Guarantor Company or any Subsidiary having a maturity of its Subsidiaries maturing by its terms more than one year from the date of issuance, assumption or guarantee thereof, or which is extendible or renewable at the sole option of the obligor in such manner that it may become payable more than one year from the date of issuance, assumption or guarantee, which is not subordinated senior to or ranks equally with the Notes in right of payment and owing to a Person other than the Company or any Affiliate of the Company; or (B) the purchase of additional property that will constitute or form a part of Principal Property or other assets used or useful in a Similar Business, and which has a fair market value at least equal to the Notes net proceeds of such sale or the Guarantee or transfer. (iii) Notwithstanding clauses (i) and (ii) enters above, the Company or any Subsidiary Guarantor may enter into a bona fide commitment Sale/Leaseback Transaction which would otherwise be subject to expend the restrictions of the immediately preceding paragraph so as to create an aggregate amount not less than of Attributable Debt after giving effect thereto that does not, together with all Exempted Debt, exceed the greater of (A) $75.0 million and (B) 2.5% of Consolidated Total Assets of the Company, determined on a pro forma basis based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter for which financial statements are available, in each case measured at the date of any incurrence of Exempted Debt. (b) For purposes of this Section 4.6: (i) in determining compliance with any U.S. dollar-denominated restriction on the entering into of any Sale/Leaseback Transaction, the U.S. dollar-equivalent principal amount of Attributable Indebtedness for Debt denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Attributable Debt in respect of such Sale-/Leaseback Transaction during such one-year period was Incurred; and (ii) the maximum amount of Attributable Debt that the Company or any Subsidiary may Incur in respect of any Sale/Leaseback Transaction shall not be deemed to be exceeded solely as a result of fluctuations in the acquisition, construction or development exchange rate of other similar Propertycurrencies.

Limitation on Sale/Leaseback Transactions. The Guarantor Issuer shall not, and shall not permit any Restricted Subsidiary of its Principal Domestic Subsidiaries to, enter into any engage in a Sale-Leaseback Transaction Transaction, unless: (a) the Sale-Leaseback Transaction occurs within six months one year from the date of the acquisition of the Restricted relevant Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement or commencement of full operations of on such Restricted Principal Property, whichever is later; or; (b) the Issuer or such Principal Domestic Subsidiary would be entitled under Section 5.09 to incur Debt secured by a Lien on the Principal Property subject to the Sale-Leaseback Transaction is between in a principal amount equal to or exceeding the Guarantor net sale proceeds from such Sale-Leaseback Transaction without equally and a Restricted Subsidiary of ratably securing the Guarantor, or between Restricted Subsidiaries of the Guarantornotes; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Issuer or such Restricted Principal Domestic Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than equal to all or a portion of the Attributable Indebtedness net sale proceeds from such Sale-Leaseback Transaction (with any such amount not being so designated to be permitted as set forth in clause (b) of this Section 5.10) to (1) the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness Debt of the Guarantor Issuer or any Subsidiary having a maturity of more than one year its Subsidiaries that is not by its terms subordinated to the Notes or the Guarantee notes (x) for borrowed money or (iiy) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to evidenced by bonds, debentures, notes or other similar instruments, or (2) the acquisition, construction construction, improvement, repair or development expansion of other similar Propertyone or more Principal Properties.

Limitation on Sale/Leaseback Transactions. The (a) So long as any of the Notes are outstanding, the Guarantor shall will not, and shall will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Guarantor transfers, or any Restricted Subsidiary transfers, such property to a Person and either the Guarantor or any Restricted Subsidiary leases it back from such Person (a “Sale-/Leaseback Transaction Transaction”) with respect to any Principal Property, whether now owned or hereafter acquired by the Guarantor or any Restricted Subsidiary, unless: (ai) the Guarantor or such Restricted Subsidiary would, at the time of entering into such arrangement, be able to incur Indebtedness secured by a Mortgage on the Principal Property involved in the transaction at least equal in amount to the Attributable Debt with respect to such Sale-/Leaseback Transaction, without equally and ratably securing the Notes (and the Guarantee) pursuant to Section 4.2; or (ii) the net proceeds of the sale of the Principal Property to be leased are at least equal to such Principal Property’s fair market value, as determined by the Guarantor’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction occurs to the purchase, construction, development or acquisition of assets that are Principal Property or to the repayment of senior Indebtedness of the Guarantor or any Restricted Subsidiary. (b) The restrictions set forth in Section 4.3(a) will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the Issue Date; (ii) between the Guarantor and any Restricted Subsidiary or between Restricted Subsidiaries; (iii) under which the rent payable pursuant to such lease is to be reimbursed under a contract with the U.S. Government or any instrumentality or agency thereof; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within six months from 270 days after the date of the acquisition of the Restricted Property subject thereto or the date of the acquisition, completion of construction or commencement of full operations of such Restricted Propertyproperty or asset, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; orlatest. (c) Notwithstanding the restrictions contained in this Section 4.3, the Guarantor and any Restricted Subsidiary may enter into a Sale-/Leaseback Transaction involves a lease that would otherwise be subject to such restrictions without complying with the requirements of Section 4.3(a) or Section 4.3(b) if, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into except for a periodthe provisions of this Section 4.3(c), including renewalstogether with the aggregate amount of all outstanding Indebtedness secured by Mortgages pursuant to any of clause (i) through (xi) of Section 4.2(a), does not exceed 15% of not more than three years; orConsolidated Net Tangible Assets. (d) the A Sale-/Leaseback Transaction constitutes shall not be deemed to result in the creation of a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar PropertyMortgage.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Restricted Subsidiary) unless: (a) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to Section 4.09 without equally and ratably securing the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Securities pursuant to such Restricted Property, whichever is later; orSection; (b) after the Issue Date and within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a consummation thereof, the Company or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, or between Company and the Restricted Subsidiaries (including amounts expended for the exploration, drilling or development thereof, and for additions, alterations, repairs and improvements thereto) an amount equal to all or a portion of the GuarantorNet Proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the SaleCompany, during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Securities or any Pari Passu Indebtedness an amount equal to the greater of the Guarantor Net Proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Restricted Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Subsidiary) unless: (a) the Company or such Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction occurs within six months from secured by a Lien on the date of property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; orNotes pursuant to Section 4.08; (b) after the Issue Date of the Notes and within a period commencing nine months prior to the consummation of such Sale-/Leaseback Transaction is between and ending nine months after such consummation, the Guarantor and a Restricted Subsidiary Company or any Subsidiaries shall have expended for property used or to be used in the ordinary course of business of the Guarantor, Company and its Subsidiaries an amount equal to all or between Restricted Subsidiaries a portion of the Guarantornet proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or as otherwise permitted); or (c) the SaleCompany, during the nine-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Securities, any Pari Passu Indebtedness or any Funded Indebtedness an amount equal to the greater of the Guarantor net proceeds of the sale or any Subsidiary having a maturity transfer of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for property leased in such Sale-/Leaseback Transaction during and the fair value, as determined by the Board of Directors of the Company and evidenced by a Board Resolution, of such one-year period property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the acquisition, construction or development remaining term of other similar Propertythe lease and any amount expended by the Company as set forth in clause (b) above).

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Subsidiary) unless: (a) the Company or such Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction occurs within six months from secured by a Lien on the date of property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted PropertyNotes, whichever is later; orpursuant to Section 4.08; (b) after the Issue Date of the Notes and within a period commencing nine months prior to the consummation of such Sale-/Leaseback Transaction is between and ending nine months after such consummation, the Guarantor and a Restricted Subsidiary Company or any Subsidiaries shall have expended for property used or to be used in the ordinary course of business of the Guarantor, Company and its Subsidiaries an amount equal to all or between Restricted Subsidiaries a portion of the Guarantornet proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or as otherwise permitted); or (c) the SaleCompany, during the nine-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Securities, any Pari Passu Indebtedness or any Funded Indebtedness an amount equal to the greater of the Guarantor net proceeds of the sale or any Subsidiary having a maturity transfer of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for property leased in such Sale-/Leaseback Transaction during and the fair value, as determined by the Board of Directors of the Company and evidenced by a Board Resolution, of such one-year period property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the acquisition, construction or development remaining term of other similar Propertythe lease and any amount expended by the Company as set forth in clause (b) above).

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary of the Company to, enter into any Sale-Sale/ Leaseback Transaction with respect to any Property unless: (1) the Sale/Leaseback Transaction is solely with the Company or another Subsidiary of the Company; (2) the lease is for a period not in excess of 36 months (or which may be terminated by the Company or such Subsidiary), including renewals; (3) the Sale/Leaseback Transaction was entered into prior to the Issue Date or the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in Section 4.13(1)-(11) herein without equally and ratably securing the Notes then outstanding under this Indenture, to create, incur, issue, assume or guarantee Debt secured by a Lien on such Property in the amount of the Attributable Debt arising from such Sale/Leaseback Transaction; (4) the Company or such Subsidiary within 365 days after the sale of such Property in connection with such Sale/Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such Property to (a) the Sale-Leaseback Transaction occurs within six months from the date retirement of Notes, other Debt of the acquisition Company ranking on a parity with the Notes (or the Guarantees of the Restricted Property subject thereto Notes) or the date Debt of a Subsidiary of the completion Company, (b) the purchase, construction, development, expansion or improvement of construction Property; or commencement of full operations of such Restricted Property, whichever is later(c) a combination thereof; or (b5) (a) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary Attributable Debt of the Guarantor, or between Restricted Company and Subsidiaries of the Guarantor; or (c) the Sale-Company in respect of such Sale/ Leaseback Transaction involves a lease for a period, including renewals, of not more and all other Sale/Leaseback Transactions entered into after the Issue Date (other than three years; or (d) the any such Sale-/Leaseback Transaction constitutes a Permitted Lien for the purposes as would be permitted as described in clauses (1)-(4) of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiarythis sentence), within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Property.plus

Limitation on Sale/Leaseback Transactions. The Guarantor shall notCompany covenants and agrees for the benefit of each series of Securities, and shall not permit other than any series established in or pursuant to a Board Resolution or in one or more indentures supplemental hereto which specifically provides otherwise, that neither the Company nor any Restricted Subsidiary to, will enter into any Sale-/Leaseback Transaction after the date of the original issuance by the Company of the applicable series of Securities issued pursuant to this Indenture, or such other date as may be specified in or pursuant to a Board Resolution and set forth in an Officer's Certificate, or in one or more indentures supplemental hereto pursuant to which such series is established, with any Person (other than the Company or a Restricted Subsidiary) providing for a term of more than three years unless: (a) the Company or such Restricted Subsidiary would be permitted, pursuant to the terms of Section 10.5, to incur Debt in a principal amount equal to or exceeding the Attributable Debt in respect of such Sale-/Leaseback Transaction occurs within six months from secured by a Lien on the date property subject to such Sale/Leaseback Transaction without equally and ratably securing the applicable series of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is laterSecurities; or (b) since the date of this Indenture and within a period commencing six months prior to the consummation of the Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a consummation thereof, the Company or such Restricted Subsidiary of has expended or will expend for any property (including amounts expended for the Guarantoracquisition thereof, or between Restricted Subsidiaries for additions, alterations, improvements or repairs thereto) an amount up to the net proceeds of such Sale/Leaseback Transaction, and the GuarantorCompany elects to designate such amount as a credit against such Sale/Leaseback Transaction (with any amount of such net proceeds not being so designated to be applied as set forth in paragraph (c) below); or (c) the Company, during or immediately after the expiration of the 12-month period following the consummation of the Sale-/Leaseback Transaction, applies or causes such Restricted Subsidiary to apply to the voluntary retirement, redemption or defeasance of Securities of any series or other Funded Debt of the Company (other than Funded Debt subordinated to the Securities) or Funded Debt of such Restricted Subsidiary an amount equal to the greater of (i) the net proceeds of the Sale/Leaseback Transaction involves a lease for a periodand (ii) the fair value, including renewalsin the opinion of the Board of Directors of the Company, of not more than three years; or (d) the subject property of the Sale-/Leaseback Transaction constitutes a Permitted Lien for at the purposes time of Section 3.03 hereof; or such transaction (eadjusted, in either case, to reflect the remaining term of the lease and any amount applied pursuant to paragraph (b) above), less an amount equal to the Guarantor principal amount of any such Funded Debt of the Company or such Restricted Subsidiary, within a one year period after other than Securities, voluntarily retired by the Company or such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Restricted Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one12-year period to the acquisition, construction or development of other similar Propertymonth period.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction unless: arrangement with any bank, insurance company or other lender or investor (anot including the Company or any consolidated Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction occurs within six months from leasing by the date of the acquisition of the Restricted Property subject thereto Company or the date of the completion of construction or commencement of full operations of any such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, in excess of not more than three years; or (d) , of any Principal Property owned by the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Company or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies which has been or causes is to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction sold or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of transferred more than one year that after either the acquisition thereof or the completion of construction and commencement of full operation thereof by the Company or any such Restricted Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a “Sale/Leaseback Transaction”) unless (A) the aggregate amount of Attributable Debt for the proposed and all existing Sale/Leaseback Transactions is not subordinated less than 10% of Consolidated Net Tangible Assets and (B) if the Ratio Calculation is less than 1.7 to 1 after giving effect to the Notes proposed Sale/Leaseback Transaction, the Company and its Subsidiaries, within 270 days after the sale or transfer shall have been made by the Guarantee Company or by any such Restricted Subsidiary, must apply an amount equal to the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement to either (or a combination of) (x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such Sale/Leaseback Transaction) or (iiy) enters into the retirement of Debt of the Company or a Restricted Subsidiary, including the notes, which either has an initial term of greater than 12 months or is a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, acquisition loan or a construction or development of bridge loan entered in connection with a construction project or other similar Propertyreal estate development.

Limitation on Sale/Leaseback Transactions. The Guarantor Partnership shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-Leaseback Transaction unless: (a) the such Sale-Leaseback Transaction occurs within six 12 months from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, or development of, or substantial repair or improvement on, or commencement of full operations of of, such Restricted Principal Property, whichever is later; or; (b) the Partnership or such Subsidiary, as the case may be, would be permitted, pursuant to the provisions of this Indenture, to incur Debt, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-Leaseback Transaction, secured by a Lien on the Principal Property subject to such Sale-Leaseback Transaction is between pursuant to Section 4.13 without equally and ratably securing the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor2013 Notes pursuant to such Section; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Partnership or such Restricted Subsidiary, within a one year twelve-month period after the effective date of such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount equal to not less than the Attributable Indebtedness from such Sale-Leaseback Transaction either to (a) the voluntary defeasance or the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness 2013 Notes or other Funded Debt of the Guarantor Partnership or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes Debt Securities, (b) the acquisition, construction, development or improvement of any Principal Property used or useful in the Guarantee businesses of the Partnership (including the businesses of its Subsidiaries) or (iic) enters into a bona fide commitment any combination of applications referred to expend an amount in the preceding clause (a) or (b). Notwithstanding the foregoing provisions of this Section, the Partnership may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction that is not less than excepted by clauses (a) through (c), inclusive, of this Section, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during Transaction, together with the aggregate principal amount of (i) all other Attributable Indebtedness deemed to be outstanding in respect of all Sale-Leaseback Transactions (exclusive of any such oneSale-year period to the acquisitionLeaseback Transactions otherwise permitted under clauses (a) and (c) of this Section) and (ii) all outstanding Debt secured by Liens other than Permitted Liens on any Principal Property or upon any shares of capital stock or indebtedness of any Subsidiary owning or leasing any Principal Property, construction or development does not exceed 10% of other similar PropertyConsolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor shall Issuer will not, and shall will not permit any Restricted Subsidiary of the Issuer to, enter into any Sale-Sale and Leaseback Transaction with respect to any Property unless: (a1) the Sale-/Leaseback Transaction occurs within six months from is solely with the date Issuer or another Subsidiary of the acquisition Issuer; (2) the lease is for a period not in excess of 36 months (or which may be terminated by the Issuer or such Subsidiary), including renewals; (3) the Issuer or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1)-(13) of Section 4.02(b), without equally and ratably securing the Notes then outstanding under the Indenture, to create, incur, issue, assume or guarantee Debt secured by a Lien on such Property in the amount of the Restricted Attributable Debt arising from such Sale/Leaseback Transaction; (4) the Issuer or such Subsidiary within 360 days after the sale of such Property subject thereto in connection with such Sale/Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such Property to (i) the retirement of Notes, other Funded Debt of the Issuer ranking on a parity with the Notes (or the date Guarantees of the completion Notes) or Funded Debt of construction a Subsidiary of the Issuer or commencement (ii) the purchase of full operations of such Restricted Property, whichever is later; or (b5) (A) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary Attributable Debt of the Guarantor, or between Restricted Issuer and Subsidiaries of the Guarantor; or Issuer in respect of such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered into after the Issue Date (cother than any such Sale/Leaseback Transaction as would be permitted as described in clauses (1)-(4) of this sentence), plus (B) the Sale-Leaseback Transaction involves aggregate principal amount of Debt secured by Liens on Properties then outstanding (not including any such Debt secured by Liens described in clauses (1)-(13) of Section 4.02(b)) that do not equally and ratably secure the outstanding Notes (or secure the outstanding Notes on a lease for a periodbasis that is prior to other Debt secured thereby), including renewals, would not exceed the greater of not more than three years; or (dx) $3.5 billion and (y) the Sale-Leaseback Transaction constitutes a Permitted Lien for amount that would cause the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes Consolidated Secured Debt Ratio to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction exceed 3.5 to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Property1.0.

Limitation on Sale/Leaseback Transactions. The Guarantor Corporation shall not, and shall not permit any Restricted Subsidiary of the Corporation to, enter into any Sale-/Leaseback Transaction with any Person (other than the Corporation or a Subsidiary of the Corporation) unless: (a1) at the time of entering into such Sale-/Leaseback Transaction, the Corporation or such Subsidiary would be entitled to Incur Debt, in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, secured by a Lien on such Principal Property subject to such Sale/Leaseback Transaction, pursuant to Section 1006 without equally and ratably securing the Securities pursuant to such provisions; (2) after the date on which Securities are first issued and within a period commencing six months prior to the consummation of such Sale/Leaseback Transaction occurs within and ending six months from after the date consummation thereof, the Corporation or any Subsidiary shall have expended for property used or to be used in the ordinary course of business of the acquisition Corporation or any Subsidiary (including amounts expended for additions, expansions, alterations, repairs and improvements thereto) an amount equal to all or a portion of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations net proceeds of such Restricted PropertySale/Leaseback Transaction, whichever is laterand the Corporation shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any portion of such amount not being so designated to be applied as set forth in clause (3) below except to the extent permitted under clause (1) above); or (b3) during the 12-month period after the effective date of such Sale-/Leaseback Transaction Transaction, the Corporation shall have applied to the voluntary defeasance or retirement of Securities or any Debt of the Corporation (other than Securities or Debt that is between held by the Guarantor and a Restricted Corporation or any Subsidiary of the Guarantor, Corporation or between Restricted Subsidiaries Debt of the Guarantor; or (cCorporation that is subordinate in right of payment to the Securities) an amount equal to the Sale-Leaseback Transaction involves a lease for a period, including renewals, net proceeds of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for sale or transfer of the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after property leased in such Sale-/Leaseback Transaction, (i) applies or causes to which amount shall not be applied an amount not less than the Attributable Indebtedness from fair value of such property at the time of entering into such Sale-/Leaseback Transaction (adjusted to reflect any amount expended by the Corporation as set forth in clause (2) above), less an amount equal to the prepayment, repayment, redemption, reduction principal amount of such Securities and Debt voluntarily defeased or retirement of retired by the Corporation within such 12-month period and not designated as a credit against any Indebtedness of other Sale/Leaseback Transaction entered into by the Guarantor Corporation or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction Corporation during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction unless: (a) Neither the Sale-Leaseback Transaction occurs within six months from the date Company nor any of the acquisition Subsidiary Guarantors may engage in a transaction with any Person (other than the Company or a Subsidiary) providing for the leasing by the Company or any Subsidiary Guarantor of any Principal Property of the Restricted Company or a Subsidiary Guarantor or any property which together with any other property subject to the same transaction or series of related transactions would in the aggregate constitute a Principal Property subject thereto of the Company or a Subsidiary Guarantor, except for transactions (i) involving a lease which will not exceed three years, including renewals (or which may be terminated by the Company or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the applicable Subsidiary Guarantor and within a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, period of not more than three years), (ii) involving a lease of Principal Property executed by the time of, or within 12 months after, the latest of the acquisition, completion of construction, or commencement of operations of such Principal Property, (iii) that were for the sale and leasing back to the Company or a Subsidiary any Principal Property, and (iv) that were entered into prior to, or within 12 months of, the Issue Date (a “Sale/Leaseback Transaction”), unless the net proceeds of the sale or transfer of the property to be leased are at least equal to the fair market value of such property and unless: (i) this Indenture would have allowed the Company or any of the Subsidiary Guarantors to create a Lien on such Principal Property to secure debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction without securing the Notes pursuant to the terms of Section 4.5; or (dii) within 360 days, the Company or any Subsidiary Guarantor applies an amount equal to the net proceeds of such sale or transfer to: (A) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or voluntary retirement of any Indebtedness of the Guarantor Company or any Subsidiary having a maturity of its Subsidiaries maturing by its terms more than one year from the date of issuance, assumption or guarantee thereof, or which is extendible or renewable at the sole option of the obligor in such manner that it may become payable more than one year from the date of issuance, assumption or guarantee, which is not subordinated senior to or ranks equally with the Notes in right of payment and owing to a Person other than the Company or any Affiliate of the Company; or (B) the purchase of additional property that will constitute or form a part of Principal Property or other assets used or useful in a Similar Business, and which has a fair market value at least equal to the Notes net proceeds of such sale or the Guarantee or transfer. (iii) Notwithstanding clauses (i) and (ii) enters above, the Company or any Subsidiary Guarantor may enter into a bona fide commitment Sale/Leaseback Transaction which would otherwise be subject to expend the restrictions of the immediately preceding paragraph so as to create an aggregate amount not less than of Attributable Debt after giving effect thereto that does not, together with all Exempted Debt, exceed the greater of (A) $100.0 million and (B) 12.5% of Consolidated EBITDA, in each case determined at the date of any incurrence of Exempted Debt. (b) For purposes of this Section 4.6: (i) in determining compliance with any U.S. dollar-denominated restriction on the entering into of any Sale/Leaseback Transaction, the U.S. dollar-equivalent principal amount of Attributable Indebtedness for Debt denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Attributable Debt in respect of such Sale-/Leaseback Transaction during such one-year period was Incurred; and (ii) the maximum amount of Attributable Debt that the Company or any Subsidiary may Incur in respect of any Sale/Leaseback Transaction shall not be deemed to be exceeded solely as a result of fluctuations in the acquisition, construction or development exchange rate of other similar Propertycurrencies.

Limitation on Sale/Leaseback Transactions. The Guarantor shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction unless: (a) the Sale-Leaseback Transaction occurs within six months from the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 3.02 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Property.

Limitation on Sale/Leaseback Transactions. The None of the Company, the Guarantor shall not, and shall not permit or any other Restricted Subsidiary to, will enter into any Sale-/Leaseback Transaction with any Person (other than the Company, the Guarantor or a Restricted Subsidiary) unless: (a) the Company, the Guarantor or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to Section 4.13 without equally and ratably securing the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Debt Securities pursuant to such Restricted Property, whichever is laterSection; or (b) within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the consummation thereof, the Company, the Guarantor or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Company, the Guarantor and the Restricted Subsidiaries (including amounts expended for the exploration, drilling or development thereof, and for additions, alterations, repairs and improvements thereto) an amount equal to all or a Restricted Subsidiary portion of the Net Proceeds of such Sale/Leaseback Transaction and the Company or the Guarantor, or between Restricted Subsidiaries of as the Guarantorcase may be, shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the SaleCompany or the Guarantor, as the case may be, during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Debt Securities or any Pari Passu Indebtedness an amount equal to the greater of the Net Proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Company or the Guarantor, as the case may be, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company or the Guarantor, as the case may be, as set forth in clause (b) above), less an amount equal to the principal amount of Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company or the Guarantor, as the case may be, within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company, the Guarantor or any Restricted Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Subsidiary of the Company) unless: (a1) At the time of entering into such Sale-/Leaseback Transaction, the Company or such Subsidiary would be entitled to incur Debt, in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction, secured by a mortgage on the property subject to such Sale/Leaseback Transaction, pursuant to Section 1008 without equally and ratably securing the Securities pursuant to such provisions; (2) After the date on which Securities are first issued and within a period commencing six months prior to the consummation of such Sale/Leaseback Transaction occurs within and ending six months from after the date consummation thereof, the Company or 57 50 such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the acquisition Company or such Subsidiary (including amounts expended for additions, expansions, alterations, repairs and improvements thereto) an amount equal to all or a portion of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations net proceeds of such Restricted PropertySale/Leaseback Transaction, whichever is laterand the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (3) below); or (b3) During the 12-month period after the effective date of such Sale-/Leaseback Transaction, the Company shall have applied to the voluntary defeasance or retirement of Securities or any pari passu indebtedness of the Company an amount equal to the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction, which amount shall not be less than the fair value of such property at the time of entering into such Sale/Leaseback Transaction is between (adjusted to reflect any amount expended by the Guarantor Company as set forth in clause (2) above), less an amount equal to the principal amount of such Securities and pari passu indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a Restricted credit against any other Sale/Leaseback Transaction entered into by the Company or any Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction Company during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor Partnership shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-Leaseback Transaction unless: (a) the such Sale-Leaseback Transaction occurs within six 12 months from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, or development of, or substantial repair or improvement on, or commencement of full operations of of, such Restricted Principal Property, whichever is later; or; (b) the Partnership or such Subsidiary, as the case may be, would be permitted, pursuant to the provisions of this Indenture, to incur Debt, in a principal amount at least equal to the Attributable Indebtedness with respect to such Sale-Leaseback Transaction, secured by a Lien on the Principal Property subject to such Sale-Leaseback Transaction is between pursuant to Section 4.13 without equally and ratably securing the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor2018 Notes pursuant to such Section; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Partnership or such Restricted Subsidiary, within a one year twelve-month period after the effective date of such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount equal to not less than the Attributable Indebtedness from such Sale-Leaseback Transaction either to (a) the voluntary defeasance or the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness 2018 Notes or other Funded Debt of the Guarantor Partnership or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes Debt Securities, (b) the acquisition, construction, development or improvement of any Principal Property used or useful in the Guarantee businesses of the Partnership (including the businesses of its Subsidiaries) or (iic) enters into a bona fide commitment any combination of applications referred to expend an amount in the preceding clause (a) or (b). Notwithstanding the foregoing provisions of this Section, the Partnership may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction that is not less than excepted by clauses (a) through (c), inclusive, of this Section, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during Transaction, together with the aggregate principal amount of (i) all other Attributable Indebtedness deemed to be outstanding in respect of all Sale-Leaseback Transactions (exclusive of any such oneSale-year period to the acquisitionLeaseback Transactions otherwise permitted under clauses (a) and (c) of this Section) and (ii) all outstanding Debt secured by Liens, construction other than Permitted Liens, on any Principal Property or development upon any shares of other similar capital stock of any Subsidiary owning or leasing any Principal Property, does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any person (other than the Company or a Restricted Subsidiary) unless: (a) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to the date of covenant described in Section 4.9 without equally and ratably securing the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Securities pursuant to such Restricted Property, whichever is later; orcovenant; (b) after the Issue Date and within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a consummation thereof, the Company or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, or between Company and the Restricted Subsidiaries (including amounts expended for the exploration, drilling or development thereof, and for additions, alterations, repairs and improvements thereto) an amount equal to all or a portion of the Guarantornet proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the SaleCompany, during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Securities or any Pari Passu Indebtedness an amount equal to the greater of the Guarantor net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Company, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Restricted Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any engage in a Sale-Leaseback leaseback Transaction unless: unless (ai) the Sale-Leaseback leaseback Transaction occurs within six months one year from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of on such Restricted Principal Property, whichever is later; or (bii) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (diii) the Attributable Indebtedness from the Sale-Leaseback leaseback Transaction constitutes is an amount equal to or less than the amount that the Company or such Subsidiary would be allowed by Section 9.10 to incur as Debt secured by a Permitted Lien for on the purposes of Section 3.03 hereofPrincipal Property subject thereto without equally and ratably securing the Securities; or or (eiv) the Guarantor Company or such Restricted Subsidiary, within a one one-year period after such the Sale-Leaseback leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such the Sale-Leaseback leaseback Transaction to (A) the prepayment, repayment, redemption, reduction or retirement of any Indebtedness Pari Passu Debt of the Guarantor Company or (B) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of the business of the Company or its Subsidiaries. Notwithstanding the preceding provisions of this Section 9.11, the Company may, and may permit any Subsidiary having a maturity of more than one year to, effect any Sale-leaseback Transaction that is not subordinated to excepted in the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than preceding sentence, provided that the Attributable Indebtedness for from such Sale-Leaseback leaseback Transaction during such oneand any other Sale-year period to leaseback Transaction that is not so excepted, together with the acquisitionaggregate principal amount of then outstanding Debt (other than Securities) secured by Liens upon Principal Properties not excepted in Section 9.10(a), construction or development does not exceed 15% of other similar Propertythe Company’s Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Subsidiary) unless: (a) the such Sale-Leaseback Transaction occurs within six months one year from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of on such Restricted Principal Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (ec) the Guarantor or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.13 without equally and ratably securing the Debt Securities pursuant to such Section; or (d) the Guarantor or such Subsidiary, within a one one-year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to (a) the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee Debt Securities, or (iib) enters into a bona fide commitment the expenditure or expenditures for Principal Property used or to expend an amount be used in the ordinary course of business of the Guarantor or its Subsidiaries. Notwithstanding the foregoing provisions of this Section, the Guarantor may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction that is not less than excepted by clauses (a) through (d), inclusive, of this Section, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during such one-year period to Transaction, together with the acquisitionaggregate principal amount of outstanding Indebtedness (other than the Debt Securities) secured by Liens other than Permitted Liens upon Principal Properties, construction or development does not exceed 10% of other similar PropertyConsolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor Partnership shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-Leaseback Transaction unless: (a) the such Sale-Leaseback Transaction occurs within six 12 months from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, or development of, or substantial repair or improvement on, or commencement of full operations of of, such Restricted Principal Property, whichever is later; or; (b) the Partnership or such Subsidiary, as the case may be, would be permitted, pursuant to the provisions of this Indenture, to incur Debt, in a principal amount at least equal to the Attributable Indebtedness with respect to such Sale-Leaseback Transaction, secured by a Lien on the Principal Property subject to such Sale-Leaseback Transaction is between pursuant to Section 4.13 without equally and ratably securing the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor2013 Notes pursuant to such Section; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Partnership or such Restricted Subsidiary, within a one year twelve-month period after the effective date of such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount equal to not less than the Attributable Indebtedness from such Sale-Leaseback Transaction either to (a) the voluntary defeasance or the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness 2013 Notes or other Funded Debt of the Guarantor Partnership or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes Debt Securities, (b) the acquisition, construction, development or improvement of any Principal Property used or useful in the Guarantee businesses of the Partnership (including the businesses of its Subsidiaries) or (iic) enters into a bona fide commitment any combination of applications referred to expend an amount in the preceding clause (a) or (b). Notwithstanding the foregoing provisions of this Section, the Partnership may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction that is not less than excepted by clauses (a) through (c), inclusive, of this Section, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during Transaction, together with the aggregate principal amount of (i) all other Attributable Indebtedness deemed to be outstanding in respect of all Sale-Leaseback Transactions (exclusive of any such oneSale-year period to the acquisitionLeaseback Transactions otherwise permitted under clauses (a) and (c) of this Section) and (ii) all outstanding Debt secured by Liens, construction other than Permitted Liens, on any Principal Property or development upon any shares of other similar capital stock of any Subsidiary owning or leasing any Principal Property, does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall ------------------------------------------ not, and shall not permit any Restricted Subsidiary of the Company to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Restricted Subsidiary of the Company) unless: (a) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to this Section 6.14 without equally and ratably securing the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Obligations pursuant to such Restricted Property, whichever is later; orSection; (b) after the Effective Date and within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a consummation thereof, the Company or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, or between Company and its Restricted Subsidiaries an amount equal to all or a portion of the GuarantorNet Proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the SaleCompany, during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Pari Passu Indebtedness an amount equal to the greater of the Guarantor Net Proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Company, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Restricted Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction Company during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Restricted Subsidiary) unless: (a) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to Section 4.10 above without equally and ratably securing the date of Secured Notes and/or the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Guarantee pursuant to such Restricted Property, whichever is later; orSection; (b) after the Issue Date and within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a consummation thereof, the Company or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, or between Company and its Restricted Subsidiaries an amount equal to all or a portion of the Guarantornet proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the SaleCompany during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Issuer Loans and Secured Notes or any Pari Passu Indebtedness an amount equal to the greater of the Guarantor net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Company, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Issuer Loans and Secured Notes and Pari Passu Indebtedness voluntarily defeased or retired by the Issuer and the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Restricted Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor Company shall not, and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person (other than the Company or a Restricted Subsidiary), providing for the leasing to the Company or a Restricted Subsidiary for a period of more than three years of any Restricted Property which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person (other than the Company or a Restricted Subsidiary), to which funds have been or are to be advanced by such Person on the security of the leased property (each such arrangement, a "Sale-/Leaseback Transaction Transaction") unless: (ai) the Sale-Leaseback Transaction occurs within six months from the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Company or such Restricted Subsidiary, within a one year period after Subsidiary applies or commits to apply an amount equal to the Value of such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-/Leaseback Transaction to the prepayment, repayment, redemption, reduction redemption or retirement (other than any mandatory repayment, redemption or retirement or by way of any payment at maturity) within 185 days of the effective date of such Sale/Leaseback Transaction of Indebtedness of the Guarantor Company or any Restricted Subsidiary having which by its terms (1) matures at (or is extendible or renewable, at the sole option of the obligor without the consent of the obligee, to) a maturity of date more than one year that 12 months after the date of creation of such Indebtedness, and (2) is not subordinated to the Notes Securities or the Guarantee or Note Guarantee; or (ii) enters the Company or such Restricted Subsidiary applies the net proceeds of the sale to investment in another Restricted Property within 185 days prior or subsequent to such sale. (b) In addition, the Company and any Restricted Subsidiary may enter into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-/Leaseback Transaction during such one-year period with a Value which, together with (without duplication) (i) the aggregate Value of all other Sale/Leaseback Transactions of the Company and the Restricted Subsidiaries (other than Sale/Leaseback Transactions permitted under Section 4.15(a)), (ii) the aggregate principal amount of all Secured Debt of the Company and the Restricted Subsidiaries (other than Indebtedness permitted to be secured under Section 4.14(a)(i) through (ix)), and (iii) the acquisitionaggregate principal amount of all Funded Debt of the Restricted Subsidiaries (other than Funded Debt permitted to be Incurred under Section 4.03(e)(i) through (iv)), construction or development does not at the time of other similar Propertyentering into exceed 15% of Consolidated Net Tangible Assets of the Issuer.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any engage in a Sale-Leaseback leaseback Transaction unless: unless (ai) the Sale-Leaseback leaseback Transaction occurs within six months one year from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of on such Restricted Principal Property, whichever is later; or (bii) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (diii) the Attributable Indebtedness from the Sale-Leaseback leaseback Transaction constitutes is an amount equal to or less than the amount that the Company or such Subsidiary would be allowed by Section 9.10 to incur as Debt secured by a Permitted Lien for on the purposes of Section 3.03 hereofPrincipal Property subject thereto without equally and ratably securing the Notes; or or (eiv) the Guarantor Company or such Restricted Subsidiary, within a one one-year period after such the Sale-Leaseback leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such the Sale-Leaseback leaseback Transaction to (A) the prepayment, repayment, redemption, reduction or retirement of any Indebtedness Pari Passu Debt of the Guarantor Company or (B) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of the business of the Company or its Subsidiaries. Notwithstanding the preceding provisions of this Section 9.11, the Company may, and may permit any Subsidiary having a maturity of more than one year to, effect any Sale-leaseback Transaction that is not subordinated to excepted in the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than preceding sentence, provided that the Attributable Indebtedness for from such Sale-Leaseback leaseback Transaction during such oneand any other Sale-year period to leaseback Transaction that is not so excepted, together with the acquisition, construction or development aggregate principal amount of then outstanding Debt (other similar Propertythan Securities) secured by Liens upon Principal Properties not excepted in Section 9.10(a) do not exceed 15% of the Company’s Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor Company ------------------------------------------ shall not, and shall not permit any Restricted Subsidiary to, enter into any arrangement providing for the leasing by the Company or any Restricted Subsidiary for a period of more than three years, of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person in contemplation of such leasing (a "Sale-/Leaseback Transaction Transaction") with any Person (other than the Company or a Restricted Subsidiary) unless: (a) the Company or such Restricted Subsidiary would, at the time of entering into such sale/leaseback Transaction, be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to Section 1007 without equally and ratably securing the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Securities pursuant to such Restricted Property, whichever is later; orSection; (b) after the Issue Date and within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a consummation thereof, the Company or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, or between Company and the Restricted Subsidiaries an amount equal to all or a portion of the GuarantorNet Proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the SaleCompany, during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Securities or any Pari Passu Indebtedness an amount equal to the greater of the Guarantor Net Proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Company, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor shall notCompany will not directly or indirectly, and shall not nor will it permit any Restricted Subsidiary of its wholly owned Subsidiaries that owns Principal Property directly or indirectly to, enter into any Sale-sale and leaseback transaction for the sale and leasing back of any Principal Property (a “Sale and Leaseback Transaction Transaction”), whether now owned or hereafter acquired, unless: (a1) the Sale-Leaseback Transaction occurs within six months from such transaction was entered into prior to the date of the acquisition Indenture; (2) such transaction was for the sale and leasing back to the Company or any of its wholly owned Subsidiaries of any property by one of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; orCompany’s Subsidiaries; (b3) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period, including renewals, period of not more than three years); (4) the Company would be entitled to incur indebtedness secured by a Lien with respect to such Sale and Leaseback Transaction without equally and ratably securing the Securities pursuant to Section 4.07(a); or (d5) the SaleCompany applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets used or useful in the Company’s business or to the retirement of long-Leaseback Transaction constitutes a Permitted Lien for term indebtedness within 12 months before or after the purposes effective date of Section 3.03 hereof; or (e) the Guarantor or any such Restricted Subsidiary, within a one year period after such Sale-Sale and Leaseback Transaction, (i) applies provided that, in lieu of applying such amount to the retirement of long-term indebtedness, the Company may deliver either debt securities or causes debentures to the applicable trustee for cancellation, such debt securities or debentures to be applied an amount not less than credited at the Attributable Indebtedness from such Sale-cost thereof to it. (b) Notwithstanding the restrictions set forth in Section 4.08(a), the Company and its wholly owned Subsidiaries may enter into any Sale and Leaseback Transaction which would otherwise be subject to the prepaymentforegoing restrictions of Section 4.08(a), repaymentif after giving effect thereto the aggregate amount of all attributable debt with respect to such transactions (not including attributable debt permitted under clauses (1) through (5) of Section 4.08(a)), redemptiontogether with all indebtedness outstanding pursuant to Section 4.07(b), reduction or retirement does not exceed 15% of any Indebtedness Consolidated Net Tangible Assets calculated as of the Guarantor or any Subsidiary having a maturity closing date of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Sale and Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar PropertyTransaction.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-/Leaseback Transaction with any Person (other than the Parent Guarantor or a Subsidiary of the Parent Guarantor), unless: (a) the Company or such Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction occurs within six months from secured by a Lien on the date of property subject to such Sale/Leaseback Transaction pursuant to Section 4.03 hereof without equally and ratably securing the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Securities pursuant to such Restricted Property, whichever is later; orcovenant; (b) within a period commencing nine months prior to the consummation of such Sale-/Leaseback Transaction is between and ending nine months after the consummation thereof, the Company or any of its Subsidiaries shall have expended for property used or to be used in the ordinary course of business of the Parent Guarantor and its Subsidiaries an amount equal to all or a Restricted Subsidiary portion of the Guarantor, net proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or between Restricted Subsidiaries of the Guarantoras otherwise permitted); or (c) the SaleCompany, during the nine-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, shall have applied to either (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Securities, any Pari Passu Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee Funded Indebtedness or (ii) enters into a bona fide commitment to expend the acquisition of one or more Principal Properties at fair value, an amount not less than equal to the Attributable Indebtedness for greater of the net proceeds of the sale or transfer of the property leased in such Sale-/Leaseback Transaction and the fair value, as determined by the Parent Guarantor’s Board of Directors, of such property as of the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the sum of the principal amount of Securities, Pari Passu Indebtedness and Funded Indebtedness voluntarily defeased or retired by the Company plus any amount expended to acquire any Principal Properties at fair value, within such nine-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Subsidiary of the Company during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than the Borrower or a Subsidiary) unless: (a) the Borrower or such Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction occurs within six months from secured by a Lien on the date of property subject to such Sale/Leaseback Transaction pursuant to Section 8.03 or 8.04 without equally and ratably securing the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Loans pursuant to such Restricted Property, whichever is later; orcovenant; (b) after the Closing Date and within a period commencing nine (9) months prior to the consummation of such Sale-/Leaseback Transaction is between and ending nine (9) months after the Guarantor and a Restricted consummation thereof, the Borrower or such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, Borrower and its Subsidiaries an amount equal to all or between Restricted Subsidiaries a portion of the Guarantornet proceeds of such Sale/Leaseback Transaction and the Borrower shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or as otherwise permitted); or (c) the Sale-Leaseback Transaction involves a lease for a periodBorrower, including renewals, of not more than three years; or during the nine (d9) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, shall have applied to either (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Obligations, any Pari Passu Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee Funded Indebtedness or (ii) enters into a bona fide commitment to expend the acquisition of one or more Principal Properties at fair value, an amount not less than equal to the Attributable Indebtedness for greater of the net proceeds of the sale or transfer of the property leased in such Sale-/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Borrower and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Borrower as set forth in clause (b) above), less an amount equal to the sum of the principal amount of the Obligations, Pari Passu Indebtedness and Funded Indebtedness voluntarily defeased or retired by the Borrower plus any amount expended to acquire any Principal Properties at fair value, within such nine-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Borrower or any Subsidiary during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary to, enter into any arrangement providing for the leasing by the Company or any Restricted Subsidiary for a period of more than three years, of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person in contemplation of such leasing (a "Sale-/Leaseback Transaction Transaction") with any Person (other than the Company or a Restricted Subsidiary) unless: (a) The Company or such Restricted Subsidiary would, at the time of entering into such sale/leaseback Transaction, be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to Section 1007 without equally and ratably securing the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Securities pursuant to such Restricted Property, whichever is later; orSection; (b) After the Issue Date and within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a consummation thereof, the Company or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, or between Company and the Restricted Subsidiaries an amount equal to all or a portion of the GuarantorNet Proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) The Company, during the Sale12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Securities or any Pari Passu Indebtedness an amount equal to the greater of the Guarantor Net Proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Company, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-/Leaseback Transaction unless:with any Person (other than the Company or any other Subsidiary) unless (i) the Company or such Subsidiary, as the case may be, would be entitled to incur secured Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction in accordance with Section 4.09 or (ii) the Company or such Subsidiary receives proceeds from such Sale/Leaseback Transaction at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, whose determination in good faith, evidenced by a resolution of such Board shall be conclusive) and such proceeds are applied in accordance with paragraphs (b) to (g) hereof. (ab) The Company may apply Net Available Proceeds from such Sale/Leaseback Transaction, within 365 days after receipt of Net Available Proceeds from the Sale/Leaseback Transaction, to: (i) the repayment of Indebtedness of the Company or a Subsidiary under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or make-whole redemption of the Existing Notes or the Securities; (ii) make an Investment in assets used in the Oil and Gas Business; or (iii) develop by drilling the Company’s oil and gas reserves. (c) If, upon completion of the 365-day period referred to above, any portion of the Net Available Proceeds shall not have been applied by the Company as described in clauses (i), (ii) or (iii) of the immediately preceding paragraph and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Sale-/Leaseback Transaction occurs within six months from (such aggregate constituting “Excess Proceeds”), exceed $40,000,000, then the Company will be obligated to make an offer (the “Net Proceeds Offer”) to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is required to be made concurrently with the Net Proceeds Offer having an [[NYCORP:2551417v7:3642W:11/08/05--03:56 p]] aggregate principal amount equal to the Excess Proceeds (such purchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal amount of the Securities and other Senior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased to the date of repurchase. Upon the completion of the Net Proceeds Offer, the amount of Excess Proceeds will be reset to zero. (d) Within 15 days after the Company becomes obligated to make a Net Proceeds Offer (a “Net Proceeds Offer Triggering Event”), the Company (with notice to the Trustee and the Paying Agent), or the Trustee at the Company’s request and expense, will mail or cause to be mailed to all Holders on the date of the acquisition Net Proceeds Offer Triggering Event a notice prepared by the Company (the “Offer Notice”) of the Restricted Property subject thereto or the date occurrence of such Net Proceeds Offer Triggering Event and of the completion Holders’ rights arising as a result thereof. The Offer Notice will contain all instructions and materials necessary to enable Holders to tender their Securities to the Company. The Offer Notice, which shall govern the terms of construction or commencement of full operations of such Restricted Propertythe Net Proceeds Offer, whichever shall state: (1) that the Net Proceeds Offer is laterbeing made pursuant to this Section 4.10; or (b2) the Sale-Leaseback Transaction is between purchase price and the Guarantor Net Proceeds Payment Date; (3) that any Security not tendered will continue to accrue interest at the stated rate; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on the Net Proceeds Payment Date; (5) that Holders electing to have a Security purchased pursuant to any Net Proceeds Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Net Proceeds Offer; (6) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Proceeds Offer, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a Restricted Subsidiary statement that such Holder is withdrawing its election to have the Security purchased; and (7) that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to the unpurchased portion of the Guarantor, or between Restricted Subsidiaries Securities surrendered. The Net Proceeds Offer shall be deemed to have commenced upon the mailing of the Guarantor; or (c) the Sale-Leaseback Transaction involves Offer Notice and shall terminate 20 Business Days after its commencement, unless a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; orlonger offering period is required by law. (e) Promptly after the Guarantor or such Restricted Subsidiarytermination of the Net Proceeds Offer (“the Net Proceeds Payment Date”), within a one year period after such Sale-Leaseback Transactionthe Company shall, to the extent permitted by applicable law, (i) applies accept for payment Securities or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction portions thereof tendered pursuant to the prepaymentOffer Notice, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into if the Company appoints a bona fide commitment depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to expend pay the purchase price of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof tendered to the Company. The depositary, the Company or the Paying Agent, as the case may be, shall promptly mail to the Holders of Securities so accepted payment in an amount not less than equal to the Attributable Indebtedness for purchase price (representing those funds received pursuant to clause (ii) of this Section 4.10(c)), and the Trustee shall promptly authenticate [[NYCORP:2551417v7:3642W:11/08/05--03:56 p]] and mail to each such Holder a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. For purposes of this Section 4.10, the Trustee shall act as the Paying Agent. (f) The Company will comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and any other federal and state securities laws, rules and regulations which may then be applicable to any Net Proceeds Offer. (g) During the period between any Sale-/Leaseback Transaction during such one-year period to and the acquisitionapplication of the Net Available Proceeds therefrom in accordance with this covenant, construction or development of other similar Propertyall Net Available Proceeds shall be maintained in a segregated account and shall be invested in Permitted Financial Investments.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction unless: arrangement with any bank, insurance company or other lender or investor (anot including the Company or any consolidated Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction occurs within six months from leasing by the date of the acquisition of the Restricted Property subject thereto Company or the date of the completion of construction or commencement of full operations of any such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, in excess of not more than three years; or (d) , of any Principal Property owned by the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Company or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies which has been or causes is to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction sold or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of transferred more than one year that after either the acquisition thereof or the completion of construction and commencement of full operation thereof by the Company or any such Restricted Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a "SALE/LEASEBACK TRANSACTION") unless (A) the aggregate amount of Attributable Debt for the proposed and all existing Sale/Leaseback Transactions is not subordinated less than 10% of Consolidated Net Tangible Assets and (B) if the Ratio Calculation is less than 1.7 to 1 after giving effect to the Notes proposed Sale/Leaseback Transaction, the Company and its Subsidiaries, within 270 days after the sale or transfer shall have been made by the Guarantee Company or by any such Restricted Subsidiary, must apply an amount equal to the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement to either (or a combination of) (x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such Sale/Leaseback Transaction) or (iiy) enters into the retirement of Debt of the Company or a Restricted Subsidiary, including the notes, which either has an initial term of greater than 12 months or is a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, acquisition loan or a construction or development of bridge loan entered in connection with a construction project or other similar Propertyreal estate development.

Limitation on Sale/Leaseback Transactions. The Guarantor Partnership shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-Leaseback Transaction unless: (a) the such Sale-Leaseback Transaction occurs within six 12 months from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, or development of, or substantial repair or improvement on, or commencement of full operations of of, such Restricted Principal Property, whichever is later; or; (b) the Partnership or such Subsidiary, as the case may be, would be permitted, pursuant to the provisions of this Indenture, to incur Debt, in a principal amount at least equal to the Attributable Indebtedness with respect to such Sale-Leaseback Transaction, secured by a Lien on the Principal Property subject to such Sale-Leaseback Transaction is between pursuant to Section 4.13 without equally and ratably securing the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor2038 Notes pursuant to such Section; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Partnership or such Restricted Subsidiary, within a one year twelve-month period after the effective date of such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount equal to not less than the Attributable Indebtedness from such Sale-Leaseback Transaction either to (a) the voluntary defeasance or the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness 2038 Notes or other Funded Debt of the Guarantor Partnership or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes Debt Securities, (b) the acquisition, construction, development or improvement of any Principal Property used or useful in the Guarantee businesses of the Partnership (including the businesses of its Subsidiaries) or (iic) enters into a bona fide commitment any combination of applications referred to expend an amount in the preceding clause (a) or (b). Notwithstanding the foregoing provisions of this Section, the Partnership may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction that is not less than excepted by clauses (a) through (c), inclusive, of this Section, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during Transaction, together with the aggregate principal amount of (i) all other Attributable Indebtedness deemed to be outstanding in respect of all Sale-Leaseback Transactions (exclusive of any such oneSale-year period to the acquisitionLeaseback Transactions otherwise permitted under clauses (a) and (c) of this Section) and (ii) all outstanding Debt secured by Liens, construction other than Permitted Liens, on any Principal Property or development upon any shares of other similar capital stock of any Subsidiary owning or leasing any Principal Property, does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Corporation will not, and shall will not permit any Restricted Subsidiary of the Corporation to, enter into any Sale-/Leaseback Transaction with any Person (other than the Corporation or a Subsidiary of the Corporation) unless: (a1) at the time of entering into such Sale-/Leaseback Transaction, the Corporation or such Subsidiary would be entitled to Incur Debt, in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, secured by a mortgage on a property subject to such Sale/Leaseback Transaction, pursuant to Section 1008 without equally and ratably securing the Securities pursuant to such provisions; (2) after the date on which Securities are first issued and within a period commencing six months prior to the consummation of such Sale/Leaseback Transaction occurs within and ending six months from after the date consummation thereof, the Corporation or such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the acquisition Corporation or such Subsidiary (including amounts expended for additions, expansions, alterations, repairs and improvements thereto) an amount equal to all or a portion of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations net proceeds of such Restricted PropertySale/Leaseback Transaction, whichever is laterand the Corporation shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (3) below); or (b3) during the 12-month period after the effective date of such Sale-/Leaseback Transaction Transaction, the Corporation shall have applied to the voluntary defeasance or retirement of Securities or any Debt of the Corporation (other than Securities or Debt that is between held by the Guarantor and a Restricted Corporation or any Subsidiary of the Guarantor, Corporation or between Restricted Subsidiaries Debt of the Guarantor; or (cCorporation that is subordinate in right of payment to the Securities) an amount equal to the Sale-Leaseback Transaction involves a lease for a period, including renewals, net proceeds of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for sale or transfer of the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after property leased in such Sale-/Leaseback Transaction, (i) applies or causes to which amount shall not be applied an amount not less than the Attributable Indebtedness from fair value of such property at the time of entering into such Sale-/Leaseback Transaction (adjusted to reflect any amount expended by the Corporation as set forth in clause (2) above), less an amount equal to the prepayment, repayment, redemption, reduction principal amount of such Securities and Debt voluntarily defeased or retirement of retired by the Corporation within such 12-month period and not designated as a credit against any Indebtedness of other Sale/Leaseback Transaction entered into by the Guarantor Corporation or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction Corporation during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The None of the Company, the Guarantor shall not, and shall not permit or any other Restricted Subsidiary to, will enter into any Sale-/Leaseback Transaction with any Person (other than the Company, the Guarantor or a Restricted Subsidiary) unless: (a) the Company, the Guarantor or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale/ Leaseback Transaction, secured by a Lien on the property subject to such Sale-/Leaseback Transaction occurs within six months from pursuant to Section 4.13 without equally and ratably securing the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Debt Securities pursuant to such Restricted Property, whichever is laterSection; or (b) within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the consummation thereof, the Company, the Guarantor or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Company, the Guarantor and the Restricted Subsidiaries (including amounts expended for the exploration, drilling or development thereof, and for additions, alterations, repairs and improvements thereto) an amount equal to all or a Restricted Subsidiary portion of the Net Proceeds of such Sale/Leaseback Transaction and the Company or the Guarantor, or between Restricted Subsidiaries of as the Guarantorcase may be, shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the SaleCompany or the Guarantor, as the case may be, during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Debt Securities or any Pari Passu Indebtedness an amount equal to the greater of the Net Proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Company or the Guarantor, as the case may be, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company or the Guarantor, as the case may be, as set forth in clause (b) above), less an amount equal to the principal amount of Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company or the Guarantor, as the case may be, within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company, the Guarantor or any Restricted Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The (a) So long as the Notes are outstanding, the Guarantor shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter sell or transfer (other than to the Guarantor or a Wholly Owned Subsidiary thereof) any Principal Property, whether owned at the Issue Date or thereafter acquired, which has been in full operation for more than 120 days prior to such sale or transfer, with the intention of entering into any Sale-Leaseback Transaction unless: (a) the Sale-Leaseback Transaction occurs within six months from the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations a lease of such Restricted Property, whichever is later; or Principal Property (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves except for a lease for a periodterm, including renewalsany renewal thereof, of not more than three years; or), if after giving effect thereto the Attributable Indebtedness in respect of all such sale and leaseback transactions involving Principal Properties shall be in excess of 15% of Consolidated Net Tangible Assets. (db) Notwithstanding the Sale-Leaseback Transaction constitutes a Permitted Lien for foregoing, the purposes Guarantor or any of Section 3.03 hereof; orits Subsidiaries may sell any Principal Property and lease it back if the net proceeds of such sale are at least equal to the fair value of such property as determined by the Guarantor’s Board of Directors and: (ei) the Guarantor or such Restricted Subsidiary, Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 6.01 without equally and ratably securing the Notes pursuant to Section 6.01; (ii) after the Issue Date and within a one year period commencing nine months prior to the consummation of such Sale/Leaseback Transaction and ending nine months after the consummation thereof, the Guarantor or such Subsidiary shall have expended for property used or to be used in the ordinary course of its business and that of its Subsidiaries an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction and the Guarantor shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (iii) below or as otherwise permitted); or (iii) the Guarantor, during the nine-month period after the effective date of such Sale-/Leaseback Transaction, shall have applied to either (ix) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Notes, any Pari Passu Indebtedness or any Funded Indebtedness or (y) the acquisition of one or more Principal Properties at fair value, an amount equal to the greater of the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Guarantor’s Board of Directors, of such property as of the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Guarantor as set forth in clause (ii) above), less an amount equal to the sum of the principal amount of Notes, Pari Passu Indebtedness and Funded Indebtedness voluntarily defeased or retired by the Guarantor plus any amount expended to acquire any Principal Properties at fair value, within such nine month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction its Subsidiaries during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any engage in a Sale-Leaseback Transaction unless: (a) the such Sale-Leaseback Transaction occurs within six months one year from the date of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction or commencement of full operations of on such Restricted Principal Property, whichever is later; or; (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; (c) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property subject thereto in a principal amount equal to or exceeding the net sale proceeds from such Sale-Leaseback Transaction without securing the Securities; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Company or such Restricted Subsidiary, within a one one-year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such Sale-Leaseback Transaction to (i) the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness Funded Debt of the Guarantor Company or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee such Restricted Subsidiary, or (ii) enters into a bona fide commitment to expend an amount not less than investment in another Principal Property. Notwithstanding the Attributable Indebtedness for such foregoing provisions of this Section, the Company may, and may permit any Restricted Subsidiary to, effect any other Sale-Leaseback Transaction during that is not excepted by clauses (a) through (d), inclusive, of this Section; provided that the net sale proceeds from such oneother Sale-year period to Leaseback Transaction, together with the acquisitionaggregate principal amount of then outstanding Indebtedness (other than the Securities) secured by Liens upon Principal Properties not excepted by clauses (a) through (n), construction or development inclusive, of other similar PropertySection 3.05, do not exceed 15% of Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary of the Company to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Restricted Subsidiary of the Company) unless: (a) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to Section 3.10 hereof without equally and ratably securing the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Securities pursuant to such Restricted Property, whichever is later; orSection; (b) after the Issue Date and within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a consummation thereof, the Company or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, or between Company and its Restricted Subsidiaries an amount equal to all or a portion of the GuarantorNet Proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the SaleCompany, during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Securities or any Pari Passu Indebtedness an amount equal to the greater of the Guarantor Net Proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Restricted Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction Company during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any engage in a Sale-Leaseback leaseback Transaction unless: unless (ai) the Sale-Leaseback leaseback Transaction occurs within six months one year from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of on such Restricted Principal Property, whichever is later; or (bii) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (diii) the Attributable Indebtedness from the Sale-Leaseback leaseback Transaction constitutes is an amount equal to or less than the amount that the Company or such Subsidiary would be allowed by Section 9.10 to incur as Debt secured by a Permitted Lien for on the purposes of Section 3.03 hereofPrincipal Property subject thereto without equally and ratably securing the Securities; or or (eiv) the Guarantor Company or such Restricted Subsidiary, within a one one-year period after such the Sale-Leaseback leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such the Sale-Leaseback leaseback Transaction to (A) the prepayment, repayment, redemption, reduction or retirement of any Indebtedness Pari Passu Debt of the Guarantor Company, or (B) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of the business of the Company or that of its Subsidiaries. Notwithstanding the preceding provisions of this Section 9.12, the Company may, and may permit any Subsidiary having a maturity of more than one year to, effect any Sale-leaseback Transaction that is not subordinated to excepted in the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than preceding sentence, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during such one-year period to leaseback Transaction, together with the acquisition, construction or development aggregate principal amount of then outstanding Debt (other similar Propertythan Securities issued under this Indenture) secured by Liens upon Principal Properties not excepted in Section 9.10 do not exceed 10% of the Company’s Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than the Borrower or a Subsidiary) unless: (a) the Borrower or such Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction occurs within six months from secured by a Lien on the date of property subject to such Sale/Leaseback Transaction pursuant to SECTION 8.03 or 8.04 without equally and ratably securing the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Loans pursuant to such Restricted Property, whichever is later; orcovenant; (b) after the Closing Date and within a period commencing nine (9) months prior to the consummation of such Sale-/Leaseback Transaction is between and ending nine (9) months after the Guarantor and a Restricted consummation thereof, the Borrower or such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, Borrower and its Subsidiaries an amount equal to all or between Restricted Subsidiaries a portion of the Guarantornet proceeds of such Sale/Leaseback Transaction and the Borrower shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or as otherwise permitted); or (c) the Sale-Leaseback Transaction involves a lease for a periodBorrower, including renewals, of not more than three years; or during the nine (d9) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, shall have applied to either (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Obligations, any Pari Passu Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee Funded Indebtedness or (ii) enters into a bona fide commitment to expend the acquisition of one or more Principal Properties at fair value, an amount not less than equal to the Attributable Indebtedness for greater of the net proceeds of the sale or transfer of the property leased in such Sale-/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Borrower and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Borrower as set forth in clause (b) above), less an amount equal to the sum of the principal amount of the Obligations, Pari Passu Indebtedness and Funded Indebtedness voluntarily defeased or retired by the Borrower plus any amount expended to acquire any Principal Properties at fair value, within such nine-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Borrower or any Subsidiary during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor Partnership shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-Leaseback Transaction unless: (a) the such Sale-Leaseback Transaction occurs within six 12 months from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, or development of, or substantial repair or improvement on, or commencement of full operations of of, such Restricted Principal Property, whichever is later; or; (b) the Partnership or such Subsidiary, as the case may be, would be permitted, pursuant to the provisions of this Indenture, to incur Debt, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-Leaseback Transaction, secured by a Lien on the Principal Property subject to such Sale-Leaseback Transaction is between pursuant to Section 4.13 without equally and ratably securing the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor2012 Notes pursuant to such Section; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Partnership or such Restricted Subsidiary, within a one year twelve-month period after the effective date of such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount equal to not less than the Attributable Indebtedness from such Sale-Leaseback Transaction either to (a) the voluntary defeasance or the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness 2012 Notes or other Funded Debt of the Guarantor Partnership or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes Debt Securities, (b) the acquisition, construction, development or improvement of any Principal Property used or useful in the Guarantee businesses of the Partnership (including the businesses of its Subsidiaries) or (iic) enters into a bona fide commitment any combination of applications referred to expend an amount in the preceding clause (a) or (b). Notwithstanding the foregoing provisions of this Section, the Partnership may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction that is not less than excepted by clauses (a) through (c), inclusive, of this Section, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during Transaction, together with the aggregate principal amount of (i) all other Attributable Indebtedness deemed to be outstanding in respect of all Sale-Leaseback Transactions (exclusive of any such oneSale-year period to the acquisitionLeaseback Transactions otherwise permitted under clauses (a) and (c) of this Section) and (ii) all outstanding Debt secured by Liens other than Permitted Liens on any Principal Property or upon any shares of capital stock or indebtedness of any Subsidiary owning or leasing any Principal Property, construction or development does not exceed 10% of other similar PropertyConsolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any engage in a Sale-Leaseback Transaction unless: (a) the such Sale-Leaseback Transaction occurs within six months one year from the date of the acquisition of the Restricted Principal Property subject thereto or the date of the -30- completion of construction or commencement of full operations of on such Restricted Principal Property, whichever is later; or; (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; (c) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property subject thereto in a principal amount equal to or exceeding the net sale proceeds from such Sale-Leaseback Transaction without securing the Securities; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Company or such Restricted Subsidiary, within a one one-year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such Sale-Leaseback Transaction to (i) the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness Funded Debt of the Guarantor Company or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee such Restricted Subsidiary, or (ii) enters into a bona fide commitment to expend an amount not less than investment in another Principal Property. Notwithstanding the Attributable Indebtedness for such foregoing provisions of this Section, the Company may, and may permit any Restricted Subsidiary to, effect any other Sale-Leaseback Transaction during that is not excepted by clauses (a) through (d), inclusive, of this Section; provided that the net sale proceeds from such oneother Sale-year period to Leaseback Transaction, together with the acquisitionaggregate principal amount of then outstanding Indebtedness (other than the Securities) secured by Liens upon Principal Properties not excepted by clauses (a) through (n), construction or development inclusive, of other similar PropertySection 3.05, do not exceed 15% of Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor Partnership shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-Leaseback Transaction unless: (a) the such Sale-Leaseback Transaction occurs within six 12 months from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, or development of, or substantial repair or improvement on, or commencement of full operations of of, such Restricted Principal Property, whichever is later; or; (b) the Partnership or such Subsidiary, as the case may be, would be permitted, pursuant to the provisions of this Indenture, to incur Debt, in a principal amount at least equal to the Attributable Indebtedness with respect to such Sale-Leaseback Transaction, secured by a Lien on the Principal Property subject to such Sale-Leaseback Transaction is between pursuant to Section 4.13 without equally and ratably securing the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor2018 Notes pursuant to such Section; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Partnership or such Restricted Subsidiary, within a one year twelve-month period after the effective date of such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount equal to not less than the Attributable Indebtedness from such Sale-Leaseback Transaction either to (a) the voluntary defeasance or the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness 2018 Notes or other Funded Debt of the Guarantor Partnership or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes Debt Securities, (b) the acquisition, construction, development or improvement of any Principal Property used or useful in the Guarantee businesses of the Partnership (including the businesses of its Subsidiaries) or (iic) enters into a bona fide commitment any combination of applications referred to expend an amount in the preceding clause (a) or (b). Notwithstanding the foregoing provisions of this Section, the Partnership may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction that is not less than excepted by clauses (a) through (c), inclusive, of this Section, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during Transaction, together with the aggregate principal amount of (i) all other Attributable Indebtedness deemed to be outstanding in respect of all Sale-Leaseback Transactions (exclusive of any such oneSale-year period to the acquisitionLeaseback Transactions otherwise permitted under clauses (a) and (c) of this Section) and (ii) all outstanding Debt secured by Liens, construction other than Permitted Liens, on any Principal Property or development upon any shares of other similar capital stock of any Subsidiary owning or leasing any Principal Property, does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall notNone of the Company or any other Restricted Subsidiary, and shall not permit so long as any Restricted Subsidiary toof the Debt Securities are Outstanding, will enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Restricted Subsidiary) unless: (a) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to Section 4.12 without equally and ratably securing the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Debt Securities pursuant to such Restricted Property, whichever is laterSection; or (b) within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a consummation thereof, the Company or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, or between Company and the Restricted Subsidiaries (including amounts expended for the exploration, drilling or development thereof, and for additions, alterations, repairs and improvements thereto) an amount equal to all or a portion of the GuarantorNet Proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the SaleCompany, during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Debt Securities or any Pari Passu Indebtedness an amount equal to the greater of the Guarantor Net Proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Company of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Debt Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Restricted Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-/Leaseback Transaction unless:with any Person (other than the Company or any other Subsidiary) unless (i) the Company or such Subsidiary, as the case may be, would be entitled to incur secured Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction in accordance with Section 4.09 or (ii) the Company or such Subsidiary receives proceeds from such Sale/Leaseback Transaction at least equal to the fair market value thereof (as determined in good faith by the Company's Board of Directors, whose determination in good faith, evidenced by a resolution of such Board shall be conclusive) and such proceeds are applied in accordance with paragraphs (b) to (g) hereof. (ab) The Company may apply Net Available Proceeds from such Sale/Leaseback Transaction, within 365 days after receipt of Net Available Proceeds from the Sale/Leaseback Transaction, to: (i) the repayment of Indebtedness of the Company or a Subsidiary under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or make-whole redemption of the Existing Notes or the Securities; (ii) make an Investment in assets used in the Oil and Gas Business; or (iii) develop by drilling the Company's oil and gas reserves. (c) If, upon completion of the 365-day period referred to above, any portion of the Net Available Proceeds shall not have been applied by the Company as described in clauses (i), (ii) or (iii) of the immediately preceding paragraph and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Sale-/Leaseback Transaction occurs within six months from (such aggregate constituting "Excess Proceeds"), exceed $40,000,000, then the Company will be obligated to make an offer (the "Net Proceeds Offer") to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is required to be made concurrently with the Net Proceeds Offer having an aggregate principal amount equal to the Excess Proceeds (such purchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal amount of the Securities and other Senior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased to the date of repurchase. Upon the completion of the Net Proceeds Offer, the amount of Excess Proceeds will be reset to zero. (d) Within 15 days after the Company becomes obligated to make a Net Proceeds Offer (a “Net Proceeds Offer Triggering Event”), the Company (with notice to the Trustee and the Paying Agent), or the Trustee at the Company's request and expense, will mail or cause to be mailed to all Holders on the date of the acquisition Net Proceeds Offer Triggering Event a notice prepared by the Company (the "Offer Notice") of the Restricted Property subject thereto or the date occurrence of such Net Proceeds Offer Triggering Event and of the completion Holders' rights arising as a result thereof. The Offer Notice will contain all instructions and materials necessary to enable Holders to tender their Securities to the Company. The Offer Notice, which shall govern the terms of construction or commencement of full operations of such Restricted Propertythe Net Proceeds Offer, whichever shall state: (1) that the Net Proceeds Offer is laterbeing made pursuant to this Section 4.10; or (b2) the Sale-Leaseback Transaction is between purchase price and the Guarantor Net Proceeds Payment Date; (3) that any Security not tendered will continue to accrue interest at the stated rate; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on the Net Proceeds Payment Date; (5) that Holders electing to have a Security purchased pursuant to any Net Proceeds Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Net Proceeds Offer; (6) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Proceeds Offer, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a Restricted Subsidiary statement that such Holder is withdrawing its election to have the Security purchased; and (7) that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to the unpurchased portion of the Guarantor, or between Restricted Subsidiaries Securities surrendered. The Net Proceeds Offer shall be deemed to have commenced upon the mailing of the Guarantor; or (c) the Sale-Leaseback Transaction involves Offer Notice and shall terminate 20 Business Days after its commencement, unless a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; orlonger offering period is required by law. (e) Promptly after the Guarantor or such Restricted Subsidiarytermination of the Net Proceeds Offer (“the Net Proceeds Payment Date”), within a one year period after such Sale-Leaseback Transactionthe Company shall, to the extent permitted by applicable law, (i) applies accept for payment Securities or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction portions thereof tendered pursuant to the prepaymentOffer Notice, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into if the Company appoints a bona fide commitment depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to expend pay the purchase price of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof tendered to the Company. The depositary, the Company or the Paying Agent, as the case may be, shall promptly mail to the Holders of Securities so accepted payment in an amount not less than equal to the Attributable Indebtedness for purchase price (representing those funds received pursuant to clause (ii) of this Section 4.10(c)), and the Trustee shall promptly authenticate and mail to each such Holder a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. For purposes of this Section 4.10, the Trustee shall act as the Paying Agent. (f) The Company will comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and any other federal and state securities laws, rules and regulations which may then be applicable to any Net Proceeds Offer. (g) During the period between any Sale-/Leaseback Transaction during such one-year period to and the acquisitionapplication of the Net Available Proceeds therefrom in accordance with this covenant, construction or development of other similar Propertyall Net Available Proceeds shall be maintained in a segregated account and shall be invested in Permitted Financial Investments.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary which is a Guarantor to, enter into engage in any Sale-/Leaseback Transaction unlesswith respect to any asset or property unless either: (a) the Sale-/Leaseback Transaction occurs within six months from was entered into prior to the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; orIssue Date; (b) the Sale-/Leaseback Transaction is between solely with the Guarantor and a Restricted Company and/or one or more Subsidiary Guarantors of the Guarantor, or between Restricted Subsidiaries of the Guarantor; orCompany; (c) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled, without equally and ratably securing the Notes then outstanding under this Indenture, to Incur a Lien on such asset or property securing Indebtedness in the amount of the Attributable Debt arising from such Sale-/Leaseback Transaction involves (without duplication of the Incurrence of any Lien related to such Sale/Leaseback Transaction that is securing a lease for a period, including renewals, of not more than three years; orCapitalized Lease Obligation); (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Company or such Restricted Subsidiary, within a one year period 18 months after the sale of such asset or property in connection with such Sale-/Leaseback TransactionTransaction is completed, applies an amount equal to the net proceeds of the sale of such property to (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction purchase or retirement of any Notes or other long term Indebtedness of the Guarantor Company or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or such Subsidiary, (ii) the purchase, construction, development, expansion, repair or improvement of assets or other property useful in the business of the Company and its Subsidiaries or to make other capital expenditures, (iii) to acquire or invest in all or a substantial portion of assets of, or the acquisition of the Equity Interests of, a Person or business unit, division or line of business of a Person, including by way of merger, amalgamation, consolidation or otherwise or (iv) a combination thereof; provided that a binding commitment shall be treated as a permitted application of the net proceeds contemplated by this clause (d) from the date of such commitment or letter of intent so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such net proceeds will be applied to satisfy such commitment within 180 days of the expiration of such 18-month period; or (e) any combination of the foregoing clauses (a)-(d) applies (with the portion of net proceeds reinvested pursuant to (d) above reducing the amount of any Attributable Debt under clause (b) of the definition thereof and which would otherwise be required to comply with clause (c) above on a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Saledollar-Leaseback Transaction during such onefor-year period to the acquisition, construction or development of other similar Propertydollar basis).

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any engage in a Sale-Leaseback leaseback Transaction unless: unless (ai) the Sale-Leaseback leaseback Transaction occurs within six months one year from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of on such Restricted Principal Property, whichever is later; or (bii) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (diii) the Attributable Indebtedness from the Sale-Leaseback leaseback Transaction constitutes is an amount equal to or less than the amount that the Company or such Subsidiary would be allowed by Section 9.10 to incur as Debt secured by a Permitted Lien for on the purposes of Section 3.03 hereofPrincipal Property subject thereto without equally and ratably securing the Securities; or or (eiv) the Guarantor Company or such Restricted Subsidiary, within a one one-year period after such the Sale-Leaseback leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such the Sale-Leaseback leaseback Transaction to (A) the prepayment, repayment, redemption, reduction or retirement of any Indebtedness Pari Passu Debt of the Guarantor Company or (B) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of the business of the Company or its Subsidiaries. Notwithstanding the preceding provisions of this Section 9.11, the Company may, and may permit any Subsidiary having a maturity of more than one year to, effect any Sale-leaseback Transaction that is not subordinated to excepted in the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than preceding sentence, provided that the Attributable Indebtedness for from such Sale-Leaseback leaseback Transaction during such oneand any other Sale-year period to leaseback Transaction that is not so excepted, together with the acquisition, construction or development aggregate principal amount of then outstanding Debt (other similar Propertythan Securities) secured by Liens upon Principal Properties not excepted in Section 9.10(a) do not exceed 10% of the Company’s Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any person (other than the Company or a Subsidiary) unless: : (a) the Company or such Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction occurs within six months from secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to the covenant contained in Section 1008 captioned "Limitations on Liens" without equally and ratably securing the Notes pursuant to such covenant; (b) after the date of the acquisition first series of Notes issued under the Indenture and within a period commencing nine months prior to the consummation of such Sale/Leaseback Transaction and ending nine months after the consummation thereof, the Company or such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Restricted Property subject thereto Company and its Subsidiaries an amount equal to all or the date a portion of the completion of construction or commencement of full operations net proceeds of such Restricted Property, whichever is later; or (b) the Sale-/Leaseback Transaction is between and the Guarantor and Company shall have elected to designate such amount as a Restricted Subsidiary of the Guarantor, credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or between Restricted Subsidiaries of the Guarantoras otherwise permitted); or or (c) the Sale-Leaseback Transaction involves a lease for a periodCompany, including renewals, of not more than three years; or (d) during the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year nine- month period after the effective date of such Sale-/Leaseback Transaction, shall have applied to either (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Notes, any Pari Passu Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee Funded Indebtedness or (ii) enters into a bona fide commitment to expend the acquisition of one or more Principal Properties at fair value, an amount not less than equal to the Attributable Indebtedness for greater of the net proceeds of the sale or transfer of the property leased in such Sale-/Leaseback Transaction and the fair value, as determined by the Board of Directors, of such property as the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the sum of the principal amount of Notes, Pari Passu Indebtedness and Funded Indebtedness voluntarily defeased or retired by the Company plus any amount expended to acquire any Principal Properties at fair value, within such nine-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Company or any Subsidiary during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall not nor will it permit any Restricted Subsidiary of its Subsidiaries to, enter into any engage in a Sale-Leaseback Transaction Transaction, unless: : (a) the such Sale-Leaseback Transaction occurs within six months one year from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of operations, on such Restricted Principal Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (c) the Company or such Subsidiary would be entitled to incur Debt secured by a Lien on Principal Property subject thereto in a principal amount equal to or exceeding the net sale proceeds from such Sale-Leaseback Transaction without equally and ratably securing the Securities pursuant to Section 1006; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Company or such Restricted Subsidiary, within a one one-year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such Sale-Leaseback Transaction to (i) the prepayment, repayment, redemption, reduction or retirement of any Indebtedness pari passu Funded Debt or Debt of the Guarantor Company or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee its Subsidiaries, or (ii) enters into the expenditure or expenditures for Principal Property used or to be used in the ordinary course of business of the Company or any of its Subsidiaries. Notwithstanding the foregoing, each of the Company may, and may permit each of its Subsidiaries to, effect any Sale-Leaseback Transaction that is not excepted by clauses (a) through (d) (inclusive) of the above paragraph, provided that after giving effect thereto, and the application of proceeds, if any, received by the Company or any of its Subsidiaries as a bona fide commitment to expend an amount not less than result thereof, the Attributable Indebtedness for net sale proceeds from such Sale-Leaseback Transaction during such one-year period to Transaction, together with the acquisition, construction or development aggregate principal amount of all then outstanding Debt (other similar Propertythan the Securities) secured by Liens upon Principal Property not excepted by clauses (a) through (g) (inclusive) of Section 1006 would not exceed 10% of the Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Subsidiary) unless: (a) the such Sale-Leaseback Transaction occurs within six months one year from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of on such Restricted Principal Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (dc) the Parent Guarantor or such Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to or exceeding the Attributable Indebtedness from such Sale-/Leaseback Transaction, secured by a lien on the property subject to such Sale/Leaseback Transaction constitutes a Permitted Lien for pursuant to Section 4.13 without equally and ratably securing the purposes of Section 3.03 hereofDebt Securities pursuant to such Section; or (ed) the Parent Guarantor or such Restricted Subsidiary, within a one one-year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to (a) the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Parent Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes Debt Securities or the Guarantee Guarantee, or (iib) enters into a bona fide commitment the expenditure or expenditures for Principal Property used or to expend an amount be used in the ordinary course of business of the Parent Guarantor or its Subsidiaries. Notwithstanding the foregoing provisions of this Section, the Parent Guarantor may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction that is not less than excepted by clauses (a) through (d), inclusive, of this Section, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during such one-year period to Transaction, together with the acquisitionaggregate principal amount of outstanding Indebtedness (other than the Debt Securities) secured by liens other than Permitted Liens upon Principal Properties, construction or development does not exceed 10% of other similar PropertyConsolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor Partnership shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-Leaseback Transaction unless: (a) the such Sale-Leaseback Transaction occurs within six 12 months from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, or development of, or substantial repair or improvement on, or commencement of full operations of of, such Restricted Principal Property, whichever is later; or; (b) the Partnership or such Subsidiary, as the case may be, would be permitted, pursuant to the provisions of this Indenture, to incur Debt, in a principal amount at least equal to the Attributable Indebtedness with respect to such Sale-Leaseback Transaction, secured by a Lien on the Principal Property subject to such Sale-Leaseback Transaction is between pursuant to Section 4.13 without equally and ratably securing the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor2038 Notes pursuant to such Section; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Partnership or such Restricted Subsidiary, within a one year twelve-month period after the effective date of such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount equal to not less than the Attributable Indebtedness from such Sale-Leaseback Transaction either to (a) the voluntary defeasance or the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness 2038 Notes or other Funded Debt of the Guarantor Partnership or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes Debt Securities, (b) the acquisition, construction, development or improvement of any Principal Property used or useful in the Guarantee businesses of the Partnership (including the businesses of its Subsidiaries) or (iic) enters into a bona fide commitment any combination of applications referred to expend an amount in the preceding clause (a) or (b). Notwithstanding the foregoing provisions of this Section, the Partnership may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction that is not less than excepted by clauses (a) through (c), inclusive, of this Section, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during Transaction, together with the aggregate principal amount of (i) all other Attributable Indebtedness deemed to be outstanding in respect of all Sale-Leaseback Transactions (exclusive of any such oneSale-year period to the acquisitionLeaseback Transactions otherwise permitted under clauses (a) and (c) of this Section) and (ii) all outstanding Debt secured by Liens, construction other than Permitted Liens, on any Principal Property or development upon any shares of other similar capital stock of any Subsidiary owning or leasing any Principal Property, does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction unless: arrangement with any bank, insurance company or other lender or investor (anot including the Company or any consolidated Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction occurs within six months from leasing by the date of the acquisition of the Restricted Property subject thereto Company or the date of the completion of construction or commencement of full operations of any such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, in excess of not more than three years; or (d) , of any Principal Property owned by the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Company or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies which has been or causes is to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction sold or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of transferred more than one year that after either the acquisition thereof or the completion of construction and commencement of full operation thereof by the Company or any such Restricted Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a "Sale/Leaseback Transaction") unless (A) the aggregate amount of Attributable Debt for the proposed and all existing Sale/Leaseback Transactions is not subordinated less than 10% of Consolidated Net Tangible Assets and (B) if the Ratio Calculation is less than l.l to 1 after giving effect to the Notes proposed Sale/Leaseback Transaction, the Company and its Subsidiaries, within 270 days after the sale or transfer shall have been made by the Guarantee Company or by any such Restricted Subsidiary, must apply an amount equal to the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement to either (or a combination of) (x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such Sale/Leaseback Transaction) or (iiy) enters into the retirement of Debt of the Company or a Restricted Subsidiary, including the Securities, which either has an initial term of greater than 12 months or is a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, acquisition loan or a construction or development of bridge loan entered in connection with a construction project or other similar Propertyreal estate development. Section 1010. [Intentionally Omitted].

Limitation on Sale/Leaseback Transactions. The Guarantor Partnership shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-Leaseback Transaction unless: (a) the such Sale-Leaseback Transaction occurs within six 12 months from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, or development of, or substantial repair or improvement on, or commencement of full operations of of, such Restricted Principal Property, whichever is later; or; (b) the Partnership or such Subsidiary, as the case may be, would be permitted, pursuant to the provisions of this Indenture, to incur Debt, in a principal amount at least equal to the Attributable Indebtedness with respect to such Sale-Leaseback Transaction, secured by a Lien on the Principal Property subject to such Sale-Leaseback Transaction is between pursuant to Section 4.13 without equally and ratably securing the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor2013 Notes pursuant to such Section; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Partnership or such Restricted Subsidiary, within a one year twelve-month period after the effective date of such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount equal to not less than the Attributable Indebtedness from such Sale-Leaseback Transaction either to (a) the voluntary defeasance or the prepayment, repayment, redemption, reduction redemption or retirement of any Indebtedness 2013 Notes or other Funded Debt of the Guarantor Partnership or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes Debt Securities, (b) the acquisition, construction, development or improvement of any Principal Property used or useful in the Guarantee businesses of the Partnership (including the businesses of its Subsidiaries) or (iic) enters into a bona fide commitment any combination of applications referred to expend an amount in the preceding clause (a) or (b). Notwithstanding the foregoing provisions of this Section, the Partnership may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction that is not less than excepted by clauses (a) through (c), inclusive, of this Section, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during Transaction, together with the aggregate principal amount of (i) all other Attributable Indebtedness deemed to be outstanding in respect of all Sale-Leaseback Transactions (exclusive of any such oneSale-year period to the acquisitionLeaseback Transactions otherwise permitted under clauses (a) and (c) of this Section) and (ii) all outstanding Debt secured by Liens, construction other than Permitted Liens, on any Principal Property or development upon any shares of other similar capital stock of any Subsidiary owning or leasing any Principal Property, does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any engage in a Sale-Leaseback leaseback Transaction unless: unless (ai) the Sale-Leaseback leaseback Transaction occurs within six months one year from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of on such Restricted Principal Property, whichever is later; or (bii) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (diii) the Attributable Indebtedness from the Sale-Leaseback leaseback Transaction constitutes is an amount equal to or less than the amount that the Company or such Subsidiary would be allowed by Section 9.10 to incur as Debt secured by a Permitted Lien for on the purposes of Section 3.03 hereofPrincipal Property subject thereto without equally and ratably securing the 2014 Notes; or or (eiv) the Guarantor Company or such Restricted Subsidiary, within a one one-year period after such the Sale-Leaseback leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such the Sale-Leaseback leaseback Transaction to (A) the prepayment, repayment, redemption, reduction or retirement of any Indebtedness Pari Passu Debt of the Guarantor Company, or (B) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of the business of the Company or that of its Subsidiaries. Notwithstanding the preceding provisions of this Section 9.12, the Company may, and may permit any Subsidiary having a maturity of more than one year to, effect any Sale-leaseback Transaction that is not subordinated to excepted in the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than preceding sentence, provided that the Attributable Indebtedness for from such Sale-Leaseback Transaction during such one-year period to leaseback Transaction, together with the acquisition, construction or development aggregate principal amount of then outstanding Debt (other similar Propertythan Securities issued under this Indenture) secured by Liens upon Principal Properties not excepted in Section 9.10 do not exceed 10% of the Company's Consolidated Net Tangible Assets."

Limitation on Sale/Leaseback Transactions. The Guarantor Ensco shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than Ensco or a Subsidiary) unless: (a) Ensco or such Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction occurs within six months from secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Notes, pursuant to Section 4.08; (b) after the date of the acquisition Fourth Supplemental Indenture and within a period commencing nine months prior to the consummation of such Sale/Leaseback Transaction and ending nine months after such consummation, Ensco or any Subsidiaries shall have expended for property used or to be used in the ordinary course of business of Ensco and its Subsidiaries an amount equal to all or a portion of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations net proceeds of such Restricted Property, whichever is later; or (b) the Sale-/Leaseback Transaction is between the Guarantor and Ensco shall have elected to designate such amount as a Restricted Subsidiary of the Guarantor, credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or between Restricted Subsidiaries of the Guarantoras otherwise permitted); or (c) Ensco, during the Salenine-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Securities, any Pari Passu Indebtedness or any Funded Indebtedness an amount equal to the greater of the Guarantor net proceeds of the sale or any Subsidiary having a maturity transfer of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for property leased in such Sale-/Leaseback Transaction during and the fair value, as determined by the Board of Directors of Ensco and evidenced by a Board Resolution, of such one-year period property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the acquisition, construction or development remaining term of other similar Propertythe lease and any amount expended by the Company as set forth in clause (b) above).

Limitation on Sale/Leaseback Transactions. The Guarantor Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than the Borrower or a Subsidiary) unless: (a) the Borrower or such Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction occurs within six months from secured by a Lien on the date of property subject to such Sale/Leaseback Transaction pursuant to Section 8.03 or 8.04 without equally and ratably securing the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Loans pursuant to such Restricted Property, whichever is later; orcovenant; (b) after the Second Amended and Restated Effectiveness Date and within a period commencing nine (9) months prior to the consummation of such Sale-/Leaseback Transaction is between and ending nine (9) months after the Guarantor and a Restricted consummation thereof, the Borrower or such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, Borrower and its Subsidiaries an amount equal to all or between Restricted Subsidiaries a portion of the Guarantornet proceeds of such Sale/Leaseback Transaction and the Borrower shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or as otherwise permitted); or (c) the Sale-Leaseback Transaction involves a lease for a periodBorrower, including renewals, of not more than three years; or during the nine (d9) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, shall have applied to either (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Obligations, any Pari Passu Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee Funded Indebtedness or (ii) enters into a bona fide commitment to expend the acquisition of one or more Principal Properties at fair value, an amount not less than equal to the Attributable Indebtedness for greater of the net proceeds of the sale or transfer of the property leased in such Sale-/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Borrower and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Borrower as set forth in clause (b) above), less an amount equal to the sum of the principal amount of the Obligations, Pari Passu Indebtedness and Funded Indebtedness voluntarily defeased or retired by the Borrower plus any amount expended to acquire any Principal Properties at fair value, within such nine-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Borrower or any Subsidiary during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale-/Leaseback Transaction unless: with any Person (aother than the Company or any other Subsidiary) unless (i) the Sale-Leaseback Transaction occurs within six months from the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Company or such Restricted Subsidiary, within as the case may be, would be entitled to incur Funded Debt secured by Liens in a one year period after principal amount equal to the Attributable Indebtedness (treated as if such Attributable Indebtedness were Funded Debt) with respect to such Sale-/Leaseback Transaction in accordance with Section 4.10, provided, that Attributable Indebtedness in respect of any Sale/Leaseback Transaction entered into pursuant to this clause (i) shall be treated as Funded Debt for purposes of Section 4.10; or (ii) the Company or such Restricted Subsidiary receives proceeds from such Sale/Leaseback Transaction at least equal to the Fair Market Value thereof and such proceeds are applied in accordance with paragraphs (b) to (c) hereof (or, in the case of a Sale/Leaseback Transaction of any Collateral, such proceeds are applied in accordance with paragraphs (b) and (c) of Section 4.12 (treating such Sale/Leaseback Transaction of such Collateral as a Collateral Sale and the Net Available Proceeds attributable thereto as Net Cash Proceeds for such purposes)). (b) The Company may apply Net Available Proceeds from such Sale/Leaseback Transaction (other than the Net Available Proceeds attributable to a Sale/Leaseback Transaction of any Collateral), within 365 days after receipt of Net Available Proceeds from the Sale/Leaseback Transaction, to: (i) the repayment of Indebtedness of the Company or a Subsidiary Guarantor under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or make-whole redemption of the Existing Unsecured Notes or the Securities; (ii) make an Investment in assets used or useful in the Oil and Gas Business (including Capital Stock of Persons engaged in the Oil and Gas Business); or (iii) develop by drilling the Company’s oil and gas reserves. (c) If, upon completion of the 365-day period referred to in Section 4.11(b), any portion of the Net Available Proceeds (other than Net Available Proceeds of a Sale/Leaseback Transaction of any Collateral, with such Net Available Proceeds to be considered Net Cash Proceeds for such purpose) shall not have been applied by the Company as described in clauses (i), (ii) or (iii) of Section 4.11(b) and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Sale/Leaseback Transaction (such aggregate constituting “Excess Proceeds”), exceed $60,000,000, then the Company will be obligated to make an offer (the “Net Proceeds Offer”) to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is required to be made concurrently with the Net Proceeds Offer having an aggregate principal amount equal to the Excess Proceeds (such purchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal amount of the Securities and other Senior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased to the date of repurchase; provided that, notwithstanding anything herein to the contrary, the Company shall not be required to commence any Net Proceeds Offer if, as of the date of the most recent Reserve Report delivered (or required to be delivered) on or prior to the date such Net Proceeds Offer would otherwise be required to be made, the PV-10 Collateral Coverage Ratio equals or exceeds 1.50 to 1.00 (it being understood that the Company shall be required to deliver to the Trustee a calculation of such ratio as of the applicable calculation date in a form reasonably acceptable to the Trustee). Upon the completion of the Net Proceeds Offer, the amount of Excess Proceeds will be reset to zero. (d) Within 15 days after the Company becomes obligated to make a Net Proceeds Offer (a “Net Proceeds Offer Triggering Event”), the Company (with notice to the Trustee and the Paying Agent), or the Trustee at the Company’s request and expense, will mail or cause to be mailed (or otherwise communicate in accordance with the applicable procedures of the Depositary) to all Holders on the date of the Net Proceeds Offer Triggering Event a notice prepared by the Company (the “Offer Notice”) of the occurrence of such Net Proceeds Offer Triggering Event and of the Holders’ rights arising as a result thereof. The Offer Notice will contain all instructions and materials necessary to enable Holders to tender their Securities to the Company. The Offer Notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.11; (2) the purchase price and the Net Proceeds Payment Date; (3) that any Security not tendered will continue to accrue interest at the stated rate; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on the Net Proceeds Payment Date; (5) that Holders will be entitled to withdraw their election if the Company, Depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Proceeds Offer, or such longer period as may be required by law, a notice to such effect in the form specified in the Offer Notice; and (6) that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to the unpurchased portion of the Securities surrendered. The Net Proceeds Offer shall be deemed to have commenced upon mailing (or other communication in accordance with the applicable procedures of the Depositary) of the Offer Notice and shall terminate 20 Business Days after its commencement, unless a longer offering period is required by law. (e) Promptly after the termination of the Net Proceeds Offer (the “Net Proceeds Payment Date”), the Company shall, to the extent permitted by applicable law, (i) applies accept for payment Securities or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction portions thereof tendered pursuant to the prepaymentNet Proceeds Offer, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment deposit with the Depositary or Paying Agent money sufficient to expend pay the purchase price of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof tendered to the Company. The Depositary, the Company or the Paying Agent, as the case may be, shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount not less than equal to the Attributable Indebtedness for purchase price (representing those funds received pursuant to clause (ii) of this Section 4.11(e)), and the Trustee shall promptly authenticate and mail or deliver to each such Holder a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. For purposes of this Section 4.11, the Trustee shall act as the Paying Agent. (f) The Company will comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and any other federal and state securities laws, rules and regulations which may then be applicable to any Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the Net Proceeds Offer procedures included in this Indenture, the Company shall comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the Net Proceeds Offer provisions of this Indenture by virtue of such compliance. (g) The provisions under this Section 4.11 relative to the Company’s obligation to make an offer to repurchase the Securities as a result of a Sale-/Leaseback Transaction during such one-year period to may be waived or modified at any time with the acquisition, construction or development written consent of other similar Propertythe Holders of a majority in principal amount of the Securities.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Significant Subsidiary to, enter into any Sale-/Leaseback Transaction without in any such case effectively providing that the Securities (together with, if the Company shall so determine, any other Indebtedness of the Company or any Significant Subsidiary then existing or thereafter created) shall be secured equally and ratably with or prior to such Sale/Leaseback Transaction, so long as such Sale/Leaseback Transaction shall be outstanding, unless, after giving effect thereto: (a) the Sale-Leaseback Transaction occurs within six months from the date aggregate amount of Attributable Debt of the acquisition Company and its Significant Subsidiaries in respect of Sale/Leaseback Transactions then outstanding pursuant to this Section 1007(a) would not exceed an aggregate amount equal to the greater of (i) U.S.$700,000,000 and (ii) 20% of Consolidated Tangible Assets less, in each case, the aggregate principal amount of all Indebtedness then outstanding of the Restricted Property subject thereto or Company and its Significant Subsidiaries secured by any Lien on any property pursuant to the date first sentence of the completion of construction or commencement of full operations of such Restricted Property, whichever is laterSection 1006 (without giving effect to clauses (a) through (h) thereof); or (b) the Sale-Leaseback Transaction is between the Guarantor and Company or a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period 12 months after such Sale-/Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of which is not owed to the Guarantor Company or any a Subsidiary having a maturity of more than one year that and which is not subordinated to the Notes or the Guarantee Securities or (ii) enters into invests in equipment, plant facilities or other fixed assets used in the operations of the Company or a bona fide commitment Subsidiary, an aggregate amount equal to expend an amount not less than the Attributable Indebtedness for greater of (x) the net proceeds of the sale or transfer of the property or other assets that are the subject of such Sale-/Leaseback Transaction during and (y) the fair market value of the property so leased. Notwithstanding the foregoing, the Company and its Subsidiaries may enter into Sale/Leaseback Transactions that solely refinance, extend, renew or refund Sale/Leaseback Transactions permitted pursuant to Sections 1007(a) and 1007(b) and the restriction described in the introductory sentence of this Section 1007 shall not apply to such one-year period to the acquisitionrefinancing, construction extension, renewal or development of other similar Propertyrefunding.

Limitation on Sale/Leaseback Transactions. The Guarantor shall not(a) So long as any of the Securities are outstanding (other than Subordinated Securities), the Company will not itself, and shall it will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale-/Leaseback Transaction Transaction”) with respect to any Principal Property, whether now owned or hereafter acquired by the Company or any Restricted Subsidiary, unless: (ai) the Company or such Restricted Subsidiary would, at the time of entering into such arrangement, be able to incur Indebtedness secured by a Mortgage on the Principal Property involved in the transaction at least equal in amount to the Attributable Debt with respect to such Sale-/Leaseback Transaction, without equally and ratably securing the Securities of such Series pursuant to Section 4.2; or (ii) the net proceeds of the sale of the Principal Property to be leased are at least equal to such Principal Property’s fair market value, as determined by the Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction occurs within six months from to the purchase, construction, development or acquisition of assets or to the repayment of Indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in Section 4.3(a) will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of the acquisition issuance of the Securities of such Series; (ii) between the Company and a Restricted Property subject thereto Subsidiary or between Restricted Subsidiaries; (iii) under which the rent payable pursuant to such lease is to be reimbursed under a contract with the U.S. Government or any instrumentality or agency thereof; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of the acquisition, completion of construction or commencement of full operations of such Restricted Propertyproperty or asset, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; orlatest. (c) Notwithstanding the restrictions contained in this Section 4.3, the Company and its Restricted Subsidiaries, or any of them, may enter into a Sale-/Leaseback Transaction involves a lease Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into except for a periodthe provisions of this Section 4.3(c), including renewalstogether with the aggregate amount of all outstanding Indebtedness secured by Mortgages pursuant to Section 4.2(a), does not at such time exceed 15% of not more than three years; orConsolidated Net Assets. (d) the A Sale-/Leaseback Transaction constitutes shall not be deemed to result in the creation of a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar PropertyMortgage.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale-Sale and Leaseback Transaction with respect to any Principal Property unless: (a) the Sale-Sale and Leaseback Transaction occurs within six months from is solely with the date Company or a Subsidiary of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; orCompany; (b) the Sale-Leaseback Transaction lease is between the Guarantor and for a Restricted Subsidiary period not in excess of the Guarantor24 months, or between Restricted Subsidiaries of the Guarantor; orincluding renewals; (c) the Sale-Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) through (14) of the definition of “Permitted Liens,” without equally and ratably securing the Notes then outstanding under the Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; orTransaction; (d) the Sale-Company or such Restricted Subsidiary within 360 days after the sale of such Principal Property in connection with such Sale and Leaseback Transaction constitutes is completed, applies an amount equal to the net proceeds of the sale of such Principal Property to (i) the permanent retirement of Notes, other Indebtedness of the Issuer ranking on a Permitted Lien for parity with the purposes Notes or Indebtedness of Section 3.03 hereofthe Company or a Subsidiary of the Company or (ii) the purchase of property; or (e) the Guarantor or Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the Issue Date with respect to Principal Property (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (a) through (d) above), plus the prepayment, repayment, redemption, reduction or retirement aggregate principal amount of Indebtedness secured by Liens on Principal Properties then outstanding (not including any such Indebtedness secured by Liens described in clauses (1) through (14) of the Guarantor definition of “Permitted Liens”) which do not equally and ratably secure such outstanding Notes (or any Subsidiary having secure such outstanding Notes on a maturity of more than one year basis that is prior to other Indebtedness secured thereby), would not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development exceed 15% of other similar PropertyConsolidated Total Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale-/Leaseback Transaction with any Person (other than the Company or a Restricted Subsidiary) unless: (a) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount equal to the Attributable Indebtedness with respect to such Sale-/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction occurs within six months from pursuant to Section 4.09 without equally and ratably securing the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of Securities pursuant to such Restricted Property, whichever is later; orSection; (b) after the Issue Date and within a period commencing six months prior to the consummation of such Sale-/Leaseback Transaction is between and ending six months after the Guarantor and a consummation thereof, the Company or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor, or between Company and the Restricted Subsidiaries (including amounts expended for the exploration, drilling or development thereof, and for additions, alterations, repairs and improvements thereto) an amount equal to all or a portion of the GuarantorNet Proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount pursuant to this clause (b) with respect to such Sale/Leaseback Transaction (with any such amount not being so designated and not permitted under clause (a) to be applied as set forth in clause (c) below); or (c) the SaleCompany, during the 12-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year month period after the effective date of such Sale-/Leaseback Transaction, (i) applies or causes to be shall have applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of Securities or any Pari Passu Indebtedness an amount equal to the greater of the Guarantor Net Proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount designated by the Company as set forth in clause (b) above), less an amount equal to the principal amount of Securities and Pari Passu Indebtedness voluntarily defeased or retired by the Company within such 12-month period and not designated with respect to any other Sale/Leaseback Transaction entered into by the Company or any Restricted Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall not nor will it permit any Restricted Subsidiary of its Subsidiaries to, enter into any engage in a Sale-Leaseback Transaction Transaction, unless: : (a) the such Sale-Leaseback Transaction occurs within six months one year from the date of completion of the acquisition of the Restricted Principal Property subject thereto or the date of the completion of construction construction, development or substantial repair or improvement, or commencement of full operations of operations, on such Restricted Principal Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (c) the Company or such Subsidiary would be entitled to incur Debt secured by a Lien on Principal Property subject thereto in a principal amount equal to or exceeding the net sale proceeds from such Sale-Leaseback Transaction without equally and ratably securing the Securities pursuant to Section 1006; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor Company or such Restricted Subsidiary, within a one one-year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness net sale proceeds from such Sale-Leaseback Transaction to (i) the prepayment, repayment, redemption, reduction or retirement of any Indebtedness pari passu Funded Debt or Debt of the Guarantor Company or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee its Subsidiaries, or (ii) enters into the expenditure or expenditures for Principal Property used or to be used in the ordinary course of business of the Company or any of its Subsidiaries. Notwithstanding the foregoing, each of the Company may, and may permit each of its Subsidiaries to, effect any Sale-Leaseback Transaction that is not excepted by clauses (a) through (d) (inclusive) of the above paragraph, provided that after giving effect thereto and the application of proceeds, if any, received by the Company or any of its Subsidiaries as a bona fide commitment to expend an amount not less than result thereof, the Attributable Indebtedness for net sale proceeds from such Sale-Leaseback Transaction during such one-year period to Transaction, together with the acquisition, construction or development aggregate principal amount of all then outstanding Debt (other similar Propertythan the Securities) secured by Liens upon Principal Property not excepted by clauses (a) through (g) (inclusive) of Section 1006 would not exceed 10% of the Consolidated Net Tangible Assets.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-/Leaseback Transaction unless:with any Person (other than the Company or any other Subsidiary) unless (i) the Company or such Subsidiary, as the case may be, would be entitled to incur secured Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction in accordance with Section 4.09 or (ii) the Company or such Subsidiary receives proceeds from such Sale/Leaseback Transaction at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, whose determination in good faith, evidenced by a resolution of such Board shall be conclusive) and such proceeds are applied in accordance with paragraphs (b) to (g) hereof. (ab) The Company may apply Net Available Proceeds from such Sale/Leaseback Transaction, within 365 days after receipt of Net Available Proceeds from the Sale/Leaseback Transaction, to: (i) the repayment of Indebtedness of the Company or a Subsidiary under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or make-whole redemption of the Existing Notes or the Securities; (ii) make an Investment in assets used in the Oil and Gas Business; or (iii) develop by drilling the Company’s oil and gas reserves. (c) If, upon completion of the 365-day period referred to above, any portion of the Net Available Proceeds shall not have been applied by the Company as described in clauses (i), (ii) or (iii) of the immediately preceding paragraph and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Sale-/Leaseback Transaction occurs within six months from (such aggregate constituting “Excess Proceeds”), exceed $40,000,000, then the Company will be obligated to make an offer (the “Net Proceeds Offer”) to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is required to be made concurrently with the Net Proceeds Offer having an aggregate principal amount (or, with respect to the Securities, an equivalent amount in dollars based on the Federal Reserve Bank of New York noon buying rate of euro on the second Business Day preceding such offer) equal to the Excess Proceeds (such purchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal amount of the Securities and other Senior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased to the date of repurchase. Upon the completion of the Net Proceeds Offer, the amount of Excess Proceeds will be reset to zero. (d) Within 15 days after the Company becomes obligated to make a Net Proceeds Offer (a “Net Proceeds Offer Triggering Event”), the Company (with notice to the Trustee and the Paying Agent), or the Trustee at the Company’s request and expense, will mail or cause to be mailed to all Holders on the date of the acquisition Net Proceeds Offer Triggering Event a notice prepared by the Company (the “Offer Notice”) of the Restricted Property subject thereto or the date occurrence of such Net Proceeds Offer Triggering Event and of the completion Holders’ rights arising as a result thereof. The Offer Notice will contain all instructions and materials necessary to enable Holders to tender their Securities to the Company. The Offer Notice, which shall govern the terms of construction or commencement of full operations of such Restricted Propertythe Net Proceeds Offer, whichever shall state: (1) that the Net Proceeds Offer is laterbeing made pursuant to this Section 4.10; or (b2) the Sale-Leaseback Transaction is between purchase price and the Guarantor Net Proceeds Payment Date; (3) that any Security not tendered will continue to accrue interest at the stated rate; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on the Net Proceeds Payment Date; (5) that Holders electing to have a Security purchased pursuant to any Net Proceeds Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Net Proceeds Offer; (6) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Proceeds Offer, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a Restricted Subsidiary statement that such Holder is withdrawing its election to have the Security purchased; and (7) that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to the unpurchased portion of the Guarantor, or between Restricted Subsidiaries Securities surrendered. The Net Proceeds Offer shall be deemed to have commenced upon the mailing of the Guarantor; or (c) the Sale-Leaseback Transaction involves Offer Notice and shall terminate 20 Business Days after its commencement, unless a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; orlonger offering period is required by law. (e) Promptly after the Guarantor or such Restricted Subsidiarytermination of the Net Proceeds Offer (“the Net Proceeds Payment Date”), within a one year period after such Sale-Leaseback Transactionthe Company shall, to the extent permitted by applicable law, (i) applies accept for payment Securities or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction portions thereof tendered pursuant to the prepaymentOffer Notice, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into if the Company appoints a bona fide commitment depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to expend pay the purchase price of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof tendered to the Company. The depositary, the Company or the Paying Agent, as the case may be, shall promptly mail to the Holders of Securities so accepted payment in an amount not less than equal to the Attributable Indebtedness for purchase price (representing those funds received pursuant to clause (ii) of this Section 4.10(c)), and the Trustee shall promptly authenticate and mail to each such Holder a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of €50,000 or an integral multiple of €1,000 in excess thereof. The Company will publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. For purposes of this Section 4.10, the Trustee shall act as the Paying Agent. (f) The Company will comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and any other U.S. federal and state securities laws, rules and regulations which may then be applicable to any Net Proceeds Offer. (g) During the period between any Sale-/Leaseback Transaction during such one-year period to and the acquisitionapplication of the Net Available Proceeds therefrom in accordance with this covenant, construction or development of other similar Propertyall Net Available Proceeds shall be maintained in a segregated account and shall be invested in Permitted Financial Investments.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-/Leaseback Transaction unless:with any Person (other than the Company or any other Subsidiary) unless (i) the Company or such Subsidiary, as the case may be, would be entitled to incur secured Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction in accordance with Section 4.09 or (ii) the Company or such Subsidiary receives proceeds from such Sale/Leaseback Transaction at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, whose determination in good faith, evidenced by a resolution of such Board shall be conclusive) and such proceeds are applied in accordance with paragraphs (b) to (g) hereof. (ab) The Company may apply Net Available Proceeds from such Sale/Leaseback Transaction, within 365 days after receipt of Net Available Proceeds from the Sale/Leaseback Transaction, to: (i) the repayment of Indebtedness of the Company or a Subsidiary under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or make-whole redemption of the Existing Notes or the Securities; (ii) make an Investment in assets used in the Oil and Gas Business; or (iii) develop by drilling the Company’s oil and gas reserves. (c) If, upon completion of the 365-day period referred to above, any portion of the Net Available Proceeds shall not have been applied by the Company as described in clauses (i), (ii) or (iii) of the immediately preceding paragraph and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Sale-/Leaseback Transaction occurs within six months from (such aggregate constituting “Excess Proceeds”), exceed $40,000,000, then the Company will be obligated to make an offer (the “Net Proceeds Offer”) to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is required to be made concurrently with the Net Proceeds Offer having an aggregate principal amount equal to the Excess Proceeds (such purchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal amount of the Securities and other Senior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased to the date of repurchase. Upon the completion of the Net Proceeds Offer, the amount of Excess Proceeds will be reset to zero. (d) Within 15 days after the Company becomes obligated to make a Net Proceeds Offer (a “Net Proceeds Offer Triggering Event”), the Company (with notice to the Trustee and the Paying Agent), or the Trustee at the Company’s request and expense, will mail or cause to be mailed to all Holders on the date of the acquisition Net Proceeds Offer Triggering Event a notice prepared by the Company (the “Offer Notice”) of the Restricted Property subject thereto or the date occurrence of such Net Proceeds Offer Triggering Event and of the completion Holders’ rights arising as a result thereof. The Offer Notice will contain all instructions and materials necessary to enable Holders to tender their Securities to the Company. The Offer Notice, which shall govern the terms of construction or commencement of full operations of such Restricted Propertythe Net Proceeds Offer, whichever shall state: (1) that the Net Proceeds Offer is laterbeing made pursuant to this Section 4.10; or (b2) the Sale-Leaseback Transaction is between purchase price and the Guarantor Net Proceeds Payment Date; (3) that any Security not tendered will continue to accrue interest at the stated rate; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on the Net Proceeds Payment Date; (5) that Holders electing to have a Security purchased pursuant to any Net Proceeds Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Net Proceeds Offer; (6) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Proceeds Offer, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a Restricted Subsidiary statement that such Holder is withdrawing its election to have the Security purchased; and (7) that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to the unpurchased portion of the Guarantor, or between Restricted Subsidiaries Securities surrendered. The Net Proceeds Offer shall be deemed to have commenced upon the mailing of the Guarantor; or (c) the Sale-Leaseback Transaction involves Offer Notice and shall terminate 20 Business Days after its commencement, unless a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; orlonger offering period is required by law. (e) Promptly after the Guarantor or such Restricted Subsidiarytermination of the Net Proceeds Offer (“the Net Proceeds Payment Date”), within a one year period after such Sale-Leaseback Transactionthe Company shall, to the extent permitted by applicable law, (i) applies accept for payment Securities or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction portions thereof tendered pursuant to the prepaymentOffer Notice, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into if the Company appoints a bona fide commitment depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to expend pay the purchase price of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof tendered to the Company. The depositary, the Company or the Paying Agent, as the case may be, shall promptly mail to the Holders of Securities so accepted payment in an amount not less than equal to the Attributable Indebtedness for purchase price (representing those funds received pursuant to clause (ii) of this Section 4.10(c)), and the Trustee shall promptly authenticate and mail to each such Holder a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. For purposes of this Section 4.10, the Trustee shall act as the Paying Agent. (f) The Company will comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and any other federal and state securities laws, rules and regulations which may then be applicable to any Net Proceeds Offer. (g) During the period between any Sale-/Leaseback Transaction during such one-year period to and the acquisitionapplication of the Net Available Proceeds therefrom in accordance with this covenant, construction or development of other similar Propertyall Net Available Proceeds shall be maintained in a segregated account and shall be invested in Permitted Financial Investments.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Delphi LLP will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale-Sale and Leaseback Transaction with respect to any property unless: (a) the Sale-Sale and Leaseback Transaction occurs within six months from is solely with the date of Issuer or a 2023 Note Guarantor (other than the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; orCompany); (b) the Sale-Leaseback Transaction lease is between the Guarantor and for a Restricted Subsidiary period not in excess of the Guarantor24 months, or between Restricted Subsidiaries of the Guarantor; orincluding renewals; (c) Delphi LLP or such Restricted Subsidiary would (at the Sale-time of entering into such arrangement) be entitled as described in clauses (1) through (21) of the definition of “Permitted Liens,” without equally and ratably securing the 2023 Notes then outstanding under the Indenture, to create, Incur, issue, assume or guarantee Indebtedness secured by a Lien on such property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; orTransaction; (d) Delphi LLP or such Restricted Subsidiary within 360 days after the Sale-sale of such property in connection with such Sale and Leaseback Transaction constitutes is completed, applies an amount equal to the net proceeds of the sale of such property to (i) the permanent retirement of 2023 Notes, other Indebtedness of the Issuer ranking on a Permitted Lien for parity with the purposes 2023 Notes or Indebtedness of Section 3.03 hereofDelphi LLP or a Restricted Subsidiary or (ii) the purchase of property; or (e) the Guarantor or Attributable Debt of Delphi LLP and its Restricted Subsidiaries in respect of such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Sale and Leaseback Transaction to and all other Sale and Leaseback Transactions entered into after the prepaymentIssue Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (a) through (d) above), repayment, redemption, reduction or retirement plus the aggregate principal amount of Indebtedness secured by Liens on properties then outstanding (not including any such Indebtedness secured by Liens described in clauses (1) through (21) of the Guarantor definition of “Permitted Liens”) which do not equally and ratably secure such outstanding 2023 Notes (or any Subsidiary having secure such outstanding 2023 Notes on a maturity of more than one year basis that is prior to other Indebtedness secured thereby), would not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development exceed 15% of other similar PropertyConsolidated Total Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary of the Company to, enter into any Sale-Sale/ Leaseback Transaction with respect to any Principal Property unless: (1) the Sale/Leaseback Transaction is solely with the Company or another Subsidiary of the Company; (2) the lease is for a period not in excess of 36 months (or which may be terminated by the Company or such Subsidiary), including renewals; (3) the Sale/Leaseback Transaction was entered into prior to the Issue Date or the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in the definition of “Permitted Liens” without equally and ratably securing the Notes then outstanding under this First Supplemental Indenture, to create, incur, issue, assume or guarantee Debt secured by a Lien on such Principal Property in the amount of the Attributable Debt arising from such Sale/Leaseback Transaction; (4) the Company or such Subsidiary within 365 days after the sale of such Principal Property in connection with such Sale/Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such Principal Property to (a) the Sale-Leaseback Transaction occurs within six months from the date retirement of Notes, other Debt of the acquisition Company ranking on a parity with the Notes or Debt of a Subsidiary of the Restricted Property subject thereto Company, (b) the purchase, construction, development, expansion or the date improvement of the completion of construction Principal Property; or commencement of full operations of such Restricted Property, whichever is later(c) a combination thereof; or (b5) (a) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary Attributable Debt of the Guarantor, or between Restricted Company and Subsidiaries of the Guarantor; or (c) the Sale-Company in respect of such Sale/ Leaseback Transaction involves a lease for a period, including renewals, of not more and all other Sale/Leaseback Transactions entered into after the Issue Date (other than three years; or (d) the any such Sale-/Leaseback Transaction constitutes a Permitted Lien for the purposes as would be permitted as described in clauses (1)-(4) of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiarythis sentence), within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Property.plus

Limitation on Sale/Leaseback Transactions. The Guarantor shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any Sale-/Leaseback Transaction unless: with any Person (a) the Sale-Leaseback Transaction occurs within six months from the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between other than the Guarantor and or a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or ) unless: (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (ea) the Guarantor or such Restricted Subsidiary, Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 1008 hereof without equally and ratably securing the Notes pursuant to such covenant; (b) after the date of first issuance of the Notes and within a one year period commencing nine months prior to the consummation of such Sale/Leaseback Transaction and ending nine months after the consummation thereof, the Guarantor or such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Guarantor and its Subsidiaries an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction and the Guarantor shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or as otherwise permitted); or (c) the Company or the Guarantor, during the nine-month period after the effective date of such Sale-/Leaseback Transaction, shall have applied to either (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction voluntary defeasance or retirement of any Notes, any Pari Passu Indebtedness or any Funded Indebtedness or (ii) the acquisition of one or more Principal Properties at fair value, an amount equal to the greater of the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Guarantor Board of Directors, of such property as of the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Guarantor as set forth in clause (b) above), less an amount equal to the sum of the principal amount of Notes, Pari Passu Indebtedness and Funded Indebtedness voluntarily defeased or retired by the Company or the Guarantor plus any amount expended to acquire any Principal Properties at fair value, within such nine-month period and not designated as a credit against any other Sale/Leaseback Transaction entered into by the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction Guarantor during such one-year period to the acquisition, construction or development of other similar Propertyperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale-Sale and Leaseback Transaction with respect to any Principal Property unless: (a) the Sale-Sale and Leaseback Transaction occurs within six months from is solely with the date Company or a Subsidiary of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; orCompany; (b) the Sale-Leaseback Transaction lease is between the Guarantor and for a Restricted Subsidiary period not in excess of the Guarantor24 months, or between Restricted Subsidiaries of the Guarantor; orincluding renewals; (c) the Sale-Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) through (14) of the definition of “Permitted Liens,” without equally and ratably securing the 2036 Notes then outstanding under the Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; orTransaction; (d) the Sale-Company or such Restricted Subsidiary within 360 days after the sale of such Principal Property in connection with such Sale and Leaseback Transaction constitutes is completed, applies an amount equal to the net proceeds of the sale of such Principal Property to (i) the permanent retirement of 2036 Notes, other Indebtedness of each of the Issuers ranking on a Permitted Lien for parity with the purposes 2036 Notes or Indebtedness of Section 3.03 hereofthe Company or a Subsidiary of the Company or (ii) the purchase of property; or (e) the Guarantor or Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the Issue Date with respect to Principal Property (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (a) through (d) above), plus the prepayment, repayment, redemption, reduction or retirement aggregate principal amount of Indebtedness secured by Xxxxx on Principal Properties then outstanding (not including any such Indebtedness secured by Xxxxx described in clauses (1) through (14) of the Guarantor definition of “Permitted Liens”) which do not equally and ratably secure such outstanding 2036 Notes (or any Subsidiary having secure such outstanding Notes on a maturity of more than one year basis that is prior to other Indebtedness secured thereby), would not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development exceed 15% of other similar PropertyConsolidated Total Assets.