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

Limitation on Sale/Leaseback Transactions. (1) The Obligor will not, and will not permit, any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business of the Obligor or any Restricted Subsidiary, within 365 days after receipt of such proceeds.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Guarantor shall not, and will shall not permit, permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, enter into any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 Sale/ Leaseback Transaction unless (i) if the Obligor Guarantor or such Restricted Subsidiary would be entitled, pursuant to Section 9.06, entitled to create a Lien on the such property to be leased securing Debt Indebtedness in an amount equal to the Attributable Debt with respect to the sale and lease-back such transaction without equally and ratably securing the Outstanding Notes Securities pursuant to Section 5.03 or (ii) if (A) the Obligor promptly informs the Trustee of such transactions, (B) the net proceeds of such transactions sale are at least equal to the fair value (as determined by a Managing Directors Resolutionthe Board of Directors) of such property or asset and (C) the Obligor causes Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of the such sale to be applied either (x) to the retirement (whether by redemption, cancellation after open-market purchases, or otherwise)retirement, within 365 180 days after receipt of the effective date of any such proceedsarrangement, of Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business Indebtedness of the Obligor Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered into pursuant to this proviso plus (y) the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days after receipt of the commencement of full commercial operation of any such proceedsproperty) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary.

Limitation on Sale/Leaseback Transactions. (1a) The Obligor will not, and will not permit, any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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 PROVIDED that, notwithstanding 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 9.06906, 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 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 Board Resolution) of such property and (C) the Obligor causes an amount equal to the net proceeds of the sale to be applied either (xi) to the retirement (whether by redemption, cancellation after open-market purchases, or otherwise), within 365 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds or (yii) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business of the Obligor or any Restricted Subsidiary, within 365 days after receipt of such proceeds.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Guarantor shall not, and will shall not permit, permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to enter into any Sale/Leaseback Transaction with any Person (other than the Obligor Guarantor or a Restricted Subsidiary of the Obligor, any Principal Property Guarantor) unless: (as a) the Guarantor or such term is defined Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property Sale/Leaseback Transaction secured by the lessee will be discontinued; provided that, notwithstanding 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 subject to be leased securing Debt in an amount equal such Sale/Leaseback Transaction pursuant to the Attributable Debt with respect to the sale and lease-back transaction Section 1008 hereof without equally and ratably securing the Outstanding Notes or pursuant to such covenant; (iib) if (A) after the Obligor promptly informs date of first issuance of the Trustee Notes hereunder and within a period commencing nine months prior to the consummation of such transactionsSale/Leaseback Transaction and ending nine months after the consummation thereof, (B) 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 transactions are at least equal 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 fair value (as determined by a Managing Directors Resolution) Company or the Guarantor, during the nine-month period after the effective date of such property and Sale/Leaseback Transaction, shall have applied to either (Ci) the Obligor causes 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 be applied either reflect the remaining term of the lease and any amount expended by the Guarantor as set forth in clause (xb) to the retirement (whether by redemption, cancellation after open-market purchases, or otherwiseabove), within 365 days after receipt of such proceeds, of Funded Debt having less an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business sum of the Obligor 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 Restricted Subsidiary, within 365 days after receipt Subsidiary of the Guarantor during such proceedsperiod.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will not, and will not permit, permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 period longer period than three years (i) if the Obligor or such Restricted Subsidiary would be entitled, pursuant to Section 9.069.06(1), 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 Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business of the Obligor or any Restricted Subsidiary, within 365 days after receipt of such proceeds.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will notExcept as otherwise provided in this Section 3.9, and the Issuer will not permit, enter into any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to Sale/Leaseback Transaction unless (a) the Obligor or a Restricted Subsidiary of the Obligor, any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 Issuer would be entitledentitled to incur Debt, pursuant to Section 9.06, to create in a Lien on the property to be leased securing Debt in an principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the sale and lease-back transaction property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, without equally and ratably securing the Outstanding Senior Notes or pursuant to Section 3.8 above; (iib) if (A) since the Obligor promptly informs date of the Trustee original issuance of the Senior Notes and within a period commencing six months prior to the effective date of such transactionsSale/Leaseback Transaction and ending six months thereafter, the Issuer has expended or will expend for any property (Bincluding amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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 all or a portion of the net proceeds received from such transaction and the Issuer elects to designate such amount as a credit against the application of the restrictions set forth in Section 3.8 above to such transaction (with any such amount not being so designated to be applied as set forth in (c) below); or (c) the Issuer, during or immediately after the expiration of the 12 months after the effective date of any such Sale/Leaseback Transaction, applies to the voluntary defeasance or retirement of the Senior Notes and any of its other Senior Secured Indebtedness an amount equal to the greater of the net proceeds of the sale to be applied either (x) or transfer of the property leased in such transaction or the Attributable Debt as determined by the Issuer in an Officers' Certificate delivered to the retirement Trustee at the time of entering into such transaction (whether in either case adjusted to reflect the remaining term of the lease and any amount utilized by redemption, cancellation after open-market purchases, or otherwisethe Issuer as set forth in (b) above), within 365 days after receipt of such proceeds, of Funded Debt having less an outstanding principal amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such net proceeds or (y) arrangement to the purchase Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or acquisition (pursuant to mandatory sinking fund or in the case of property, the construction) of property mandatory prepayment provisions or assets used in the business of the Obligor or any Restricted Subsidiary, within 365 days after receipt of such proceedsby payment at maturity."

Limitation on Sale/Leaseback Transactions. (1) The Obligor will not, and will not permit, any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 9.069.06(1), 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 Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business of the Obligor or any Restricted Subsidiary, within 365 days after receipt of such proceeds.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Company shall not, and will shall not permitpermit any Restricted 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 Restricted 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 aggregate principal amount of all Indebtedness then outstanding secured by any Lien on any Restricted Property, which Lien does not equally and ratably secure the Securities (excluding any Indebtedness secured by any Lien permitted under subsections (a) through (e) of Section 1006) plus the aggregate amount of Attributable Debt of the Company and its Restricted Subsidiaries toin respect of Sale/Leaseback Transactions then outstanding (other than any Sale/Leaseback Transaction permitted by (i) clause (b) of this first paragraph of Section 1008; (ii) the proviso to this first paragraph of Section 1008; or (iii) the second paragraph of this Section 1008) would not exceed an amount equal to 15% of Consolidated Net Tangible Assets or (b) the Company or a Restricted Subsidiary, sell or transferwithin 12 months after such Sale/Leaseback Transaction, directly or indirectly, except applies to the Obligor retirement of secured Indebtedness of the Company or a Restricted Subsidiary of the Obligor, any Principal Property (as such term permitted under Section 1006 which is defined with respect not subordinate to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 Securities 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 greater of (iii) 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 or transfer of the retirement (whether by redemption, cancellation after open-market purchases, property or otherwise), within 365 days after receipt other assets that are the subject of such proceedsSale/Leaseback Transaction and (ii) the fair market value of the Restricted Property so leased (in each case as reasonably determined by the Company); provided, however, that nothing contained in this Section 1008 shall prevent or restrict any Sale/Leaseback Transaction in which a Subsidiary of Funded the Company is the lessee and the Company or another Subsidiary is the lessor of such Restricted Property. Notwithstanding the foregoing, the Company and/or any Restricted Subsidiary may enter into Sale/Leaseback Transactions during the calendar year 2004 in respect of which Attributable Debt having an outstanding principal amount equal is not in excess of U.S.$300 million in the aggregate, and additional Sale/Leaseback Transactions that solely refinance, extend, renew or refund such Sale/Leaseback Transactions and (a) the restrictions described in the preceding paragraph shall not apply to such net proceeds or Sale/Leaseback Transactions and (yb) to such transactions shall be excluded in determining the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business aggregate amount of the Obligor Company’s Attributable Debt and the Attributable Debt of any Restricted Subsidiary for purposes of the preceding paragraph and also for purposes of Section 1006. In addition, where the Company or any Restricted SubsidiarySubsidiary is the lessee in any Sale/Leaseback Transaction, within 365 days after receipt Attributable Debt shall not include any Indebtedness resulting from the guarantee by the Company or any other Restricted Subsidiary of such proceedsthe lessee’s obligation thereunder.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Guarantor shall not, and will shall not permit, permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to enter into any Sale/Leaseback Transaction with any Person (other than the Obligor Guarantor or a Restricted Subsidiary of the Obligor, any Principal Property Guarantor) unless: (as a) the Guarantor or such term is defined Subsidiary would be entitled to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property Sale/Leaseback Transaction secured by the lessee will be discontinued; provided that, notwithstanding 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 subject to be leased securing Debt in an amount equal such Sale/Leaseback Transaction pursuant to the Attributable Debt with respect to the sale and lease-back transaction Section 1008 hereof without equally and ratably securing the Outstanding Notes or pursuant to such covenant; (iib) if (A) after the Obligor promptly informs date of first issuance of the Trustee Notes hereunder and within a period commencing nine months prior to the consummation of such transactionsSale/Leaseback Transaction and ending nine months after the consummation thereof, (B) 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 transactions are at least equal Sale/Leaseback Transaction and the Guarantor shall have elected to designate such amount as a credit against 13 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 fair value (as determined by a Managing Directors Resolution) Company or the Guarantor, during the nine-month period after the effective date of such property and Sale/Leaseback Transaction, shall have applied to either (Ci) the Obligor causes 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 be applied either reflect the remaining term of the lease and any amount expended by the Guarantor as set forth in clause (xb) to the retirement (whether by redemption, cancellation after open-market purchases, or otherwiseabove), within 365 days after receipt of such proceeds, of Funded Debt having less an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business sum of the Obligor 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 Restricted Subsidiary, within 365 days after receipt Subsidiary of the Guarantor during such proceedsperiod.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Company shall not, and will shall not permitpermit any Restricted 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 Restricted 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 aggregate principal amount of all Indebtedness then outstanding secured by any Lien on any Restricted Property, which Lien does not equally and ratably secure the Securities (excluding any Indebtedness secured by any Lien permitted under subsections (a) through (e) of Section 1006) plus the aggregate amount of Attributable Debt of the Company and its Restricted Subsidiaries toin respect of Sale/Leaseback Transactions then outstanding (other than any Sale/Leaseback Transaction permitted by (i) Clause (b) of this first paragraph of Section 1008; (ii) the proviso to this first paragraph of Section 1008; or (iii) the second paragraph of this Section 1008) would not exceed an amount equal to 15% of Consolidated Net Tangible Assets or (b) the Company or a Restricted Subsidiary, sell or transferwithin 12 months after such Sale/Leaseback Transaction, directly or indirectly, except applies to the Obligor retirement of secured Indebtedness of the Company or a Restricted Subsidiary of the Obligor, any Principal Property (as such term permitted under Section 1006 which is defined with respect not subordinate to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 Securities 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 greater of (iii) 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 or transfer of the retirement (whether by redemption, cancellation after open-market purchases, property or otherwise), within 365 days after receipt other assets that are the subject of such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds or Sale/Leaseback Transaction and (yii) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business fair market value of the Obligor Restricted Property so leased (in each case as reasonably determined by the Company); provided, however, that nothing contained in this Section 1008 shall prevent or restrict any Sale/Leaseback Transaction in which a Subsidiary of the Company is the lessee and the Company or another Subsidiary is the lessor of such Restricted Property. In addition, where the Company or any Restricted SubsidiarySubsidiary is the lessee in any Sale/Leaseback Transaction, within 365 days after receipt Attributable Debt shall not include any Indebtedness resulting from the guarantee by the Company or any other Restricted Subsidiary of such proceedsthe lessee’s obligation thereunder.

Limitation on Sale/Leaseback Transactions. (1) The Obligor Company will not, and nor will not permit, it permit any of its Restricted Subsidiaries Subsidiary to, sell enter into any arrangement with any bank, insurance company or transferother lender or investor (not including the Company or any consolidated Subsidiary) or to which any such lender or investor is a party, directly providing for the leasing by the Company or indirectly, except to the Obligor or a any such Restricted Subsidiary for a period, including renewals, in excess of the Obligorthree years, of any Principal Property (as owned by the Company or such term Restricted Subsidiary, which has been or is defined with respect to be sold or transferred more than one year after either the Obligor) as an entirety, acquisition thereof or the completion of construction and commencement of full operation thereof by the Company or any substantial portion thereofsuch Restricted Subsidiary, with 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 intention of taking back a lease of all or part security of such property, except a lease for a period 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, notwithstanding the foregoing, the Obligor or any of its Restricted Subsidiaries may sell a Principal Property (herein referred to as such term is defined with respect to the Obligora “Sale/Leaseback Transaction”) 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 unless (A) the Obligor promptly informs aggregate amount of Attributable Debt for the Trustee proposed and all existing Sale/Leaseback Transactions is less than 10% of such transactions, Consolidated Net Tangible Assets and (B) if the net proceeds of such transactions are at least equal Ratio Calculation is less than 1.7 to 1 after giving effect to the fair value (as determined proposed Sale/Leaseback Transaction, the Company and its Subsidiaries, within 270 days after the sale or transfer shall have been made by a Managing Directors Resolution) of the Company or by any such property and (C) the Obligor causes Restricted Subsidiary, must apply an amount equal to the net proceeds of the sale of the Principal Property sold and leased back pursuant to be applied such arrangement to either (or a combination of) (x) to the retirement purchase of property, facilities or equipment (whether by redemptionother than the property, cancellation after open-market purchases, facilities or otherwise), within 365 days after receipt of equipment involved in such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds Sale/Leaseback Transaction) or (y) to the purchase or acquisition (or in the case retirement of property, the construction) of property or assets used in the business Debt of the Obligor Company or any a Restricted Subsidiary, within 365 days after receipt including the notes, which either has an initial term of such proceedsgreater than 12 months or is a bona fide acquisition loan or a construction or bridge loan entered in connection with a construction project or other real estate development.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Company shall not, and will shall not permit, permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, enter into any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 Sale/Leaseback Transaction unless (i) if the Obligor Company or such Restricted Subsidiary would be entitled, pursuant to Section 9.06, entitled to create a Lien on the such property to be leased securing Debt Indebtedness in an amount equal to the Attributable Debt with respect to the sale and lease-back such transaction without equally and ratably securing the Outstanding Notes Securities pursuant to Section 3.4 or (ii) if (A) the Obligor promptly informs the Trustee of such transactions, (B) the net proceeds of such transactions sale are at least equal to the fair value (as determined by a Managing Directors Resolutionthe Board of Directors) of such property or asset and (C) the Obligor causes Company or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of the such sale to be applied either (x) to the retirement (whether by redemption, cancellation after open-market purchases, or otherwise)retirement, within 365 180 days after receipt of the effective date of any such proceedsarrangement, of Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business Indebtedness of the Obligor Company or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Company or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered into pursuant to this proviso plus (y) the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 3.4 does not exceed 15% of Consolidated Net Tangible Assets as determined 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; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days after receipt of the commencement of full commercial operation of any such proceedsproperty) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary.

Limitation on Sale/Leaseback Transactions. (1) The Obligor Company will notnot itself, and will not permitpermit any Restricted 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 such Restricted 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 aggregate principal amount of all Indebtedness then outstanding secured by any Lien on any Restricted Property, which Lien does not equally and ratably secure the Securities (excluding any secured Indebtedness permitted under subsections (a) through (e) of Section 1007) plus the aggregate amount of Attributable Debt of the Company and its Restricted Subsidiaries toin respect of Sale/Leaseback Transactions then outstanding (other than any Sale/Leaseback Transaction permitted by clause (b) of this Section or the proviso to this Section) would not exceed an amount equal to 12% of Consolidated Net Tangible Assets or (b) the Company or a Restricted Subsidiary, sell or transferwithin 12 months after such Sale/Leaseback Transaction, directly or indirectly, except applies to the Obligor retirement of secured Indebtedness of the Company or a Restricted Subsidiary of the Obligor, any Principal Property (as such term permitted under Section 1007 which is defined with respect not subordinate to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 Securities 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 greater of (iii) 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 or transfer of the retirement (whether by redemption, cancellation after open-market purchases, property or otherwise), within 365 days after receipt other assets that are the subject of such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds Sale/Leaseback Transaction or (yii) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business fair market value of the Obligor Restricted Property so leased (in each case as reasonably determined by the Company); provided, however, that nothing contained in this Section shall prevent or restrict any Sale/Leaseback Transaction in which a Subsidiary of the Company is the lessee and the Company or another Subsidiary is the lessor of such Restricted Property. Notwithstanding the foregoing, where the Company or any Restricted SubsidiarySubsidiary is the lessee in any Sale/Leaseback Transaction, within 365 days after receipt Attributable Debt shall not include any Indebtedness resulting from the guarantee by the Company or any other Restricted Subsidiary of such proceedsthe lessee's obligation thereunder.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Company shall not, and will shall not permit, permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, enter into any Principal Property (as such term is defined Sale/Leaseback Transaction with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 unless (i) if the Obligor Company or such Restricted Subsidiary would be entitled, pursuant to Section 9.06, entitled to create a Lien Security Interests on the such property to be leased securing Debt in an amount equal to the such Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Notes Indenture Securities pursuant to the covenant described under Section 1006 or (ii) if (A) the Obligor promptly informs the Trustee of such transactions, (B) the net cash proceeds of received by the Company or any Subsidiary in connection with such transactions Sale/Leaseback Transaction are at least equal to the fair value (as determined by a Managing Directors Resolutionthe board of directors of the Company or, as the case may be, such Subsidiary) of such property property, and (C) the Obligor causes Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds of the sale to be applied either (x) to the retirement (whether by redemptionthereof and, cancellation after open-market purchases, or otherwise), within 365 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of propertya sale or transfer otherwise than for cash, an amount equal to the construction) fair market value of the property so leased, to the retirement, within 180 days after the effective date of such Sale/Leaseback Transaction, of the Securities subject to the provisions of Article Eleven or Debt of the Company ranking on a parity with the Securities and owing to a Person other than the Company or any Affiliate of the Company or to the construction or improvement of real property or assets personal property used in the business ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; (b) transactions between the Company and a Subsidiary or between Subsidiaries; and (c) transactions between the Company and a joint venture, partnership or other association or affiliation in which the Company has at least a 50% interest, directly or indirectly entered into for operational or strategic reasons and not for financing reasons; PROVIDED, HOWEVER, that the aggregate Attributable Debt of all Sale/Leaseback Transactions of the Obligor Company and each Subsidiary or any Restricted Subsidiary, within 365 days after receipt of such proceedsthem incurred pursuant to this clause (c) does not any at time in the aggregate exceed 5% of Consolidated Net Tangible Assets of the Company as of the most recently ended quarter of the Company for which financial statements of the Company have been provided (or were required to have been provided) to the Holders of the Securities.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Corporation shall not, and will shall not permit, permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, enter into any Principal Property (as such term is defined Sale/Leaseback Transaction with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 unless (i) if the Obligor Corporation or such Restricted Subsidiary would be entitled, pursuant to Section 9.06, entitled to create a Lien Security Interests on the such property to be leased securing Debt in an amount equal to the such Attributable Debt with respect to the sale and lease-back transaction without equally and ratably rateably securing the Outstanding Notes pursuant to the covenant described under Section 10.6 or (ii) if (A) the Obligor promptly informs the Trustee of such transactions, (B) the net cash proceeds of received by the Corporation or any Subsidiary in connection with such transactions Sale/Leaseback Transaction are at least equal to the fair value (as determined by a Managing Directors Resolutionthe board of directors of the Corporation or, as the case may be, such Subsidiary) of such property property, and (C) the Obligor causes Corporation or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds of the sale to be applied either (x) to the retirement (whether by redemptionthereof and, cancellation after open-market purchases, or otherwise), within 365 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of propertya sale or transfer otherwise than for cash, an amount equal to the construction) fair market value of the property so leased, to the retirement, within 180 days after the effective date of such Sale/Leaseback Transaction, of the Notes subject to the provisions of Article Eleven or Debt of the Corporation ranking on a parity with the Notes and owing to a Person other than the Corporation or any Affiliate of the Corporation or to the construction or improvement of real property or assets personal property used in the business ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; (b) transactions between the Corporation and a Subsidiary or between Subsidiaries; and (c) transactions between the Corporation and a joint venture, partnership or other association or affiliation in which the Corporation has at least a 50% interest, directly or indirectly, entered into for operational or strategic reasons and not for financing reasons; provided, however, that the aggregate Attributable Debt of all Sale/Leaseback Transactions incurred pursuant to this clause (c) does not at any one time in the aggregate exceed 5% of Consolidated Net Tangible Assets of the Obligor or any Restricted Subsidiary, within 365 days after receipt of such proceedsCorporation.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Guarantor shall not, and will shall not permit, permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, enter into any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 Sale/Leaseback Transaction unless (i) if the Obligor Guarantor or such Restricted Subsidiary would be entitled, pursuant to Section 9.06, entitled to create a Lien on the such property to be leased securing Debt Indebtedness in an amount equal to the Attributable Debt with respect to the sale and lease-back such transaction without equally and ratably securing the Outstanding Notes Securities pursuant to Section 5.03 or (ii) if (A) the Obligor promptly informs the Trustee of such transactions, (B) the net proceeds of such transactions sale are at least equal to the fair value (as determined by a Managing Directors Resolutionthe Board of Directors) of such property or asset and (C) the Obligor causes Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of the such sale to be applied either (x) to the retirement (whether by redemption, cancellation after open-market purchases, or otherwise)retirement, within 365 180 days after receipt of the effective date of any such proceedsarrangement, of Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business Indebtedness of the Obligor Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered into pursuant to this proviso plus (y) the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days after receipt of the commencement of full commercial operation of any such proceedsproperty) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will not, and will not permit, permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 period longer period than three years (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 Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business of the Obligor or any Restricted Subsidiary, within 365 days after receipt of such proceeds.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Company shall not, and will shall not permit, permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, enter into any Principal Property (as such term is defined Sale/Leaseback Transaction with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 unless (i) if the Obligor Company or such Restricted Subsidiary would be entitled, pursuant to Section 9.06, entitled to create a Lien Security Interests on the such property to be leased securing Debt in an amount equal to the such Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Notes Indenture Securities pursuant to the covenant described under Section 1006 or (ii) if (A) the Obligor promptly informs the Trustee of such transactions, (B) the net cash proceeds of received by the Company or any Subsidiary in connection with such transactions Sale/Leaseback Transaction are at least equal to the fair value (as determined by a Managing Directors Resolutionthe board of directors of the Company or, as the case may be, such Subsidiary) of such property property, and (C) the Obligor causes Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds of the sale to be applied either (x) to the retirement (whether by redemptionthereof and, cancellation after open-market purchases, or otherwise), within 365 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of propertya sale or transfer otherwise than for cash, an amount equal to the construction) fair market value of the property so leased, to the retirement, within 180 days after the effective date of such Sale/Leaseback Transaction, of the Securities subject to the provisions of Article Eleven or Debt of the Company ranking on a parity with the Securities and owing to a Person other than the Company or any Affiliate of the Company or to the construction or improvement of real property or assets personal property used in the business ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; (b) transactions between the Company and a Subsidiary or between Subsidiaries; and (c) transactions between the Company and a joint venture, partnership or other association or affiliation in which the Company has at least a 50% interest, directly or indirectly entered into for operational or strategic reasons and not for financing reasons; provided, however, that the aggregate Attributable Debt of all Sale/Leaseback Transactions of the Obligor Company and each Subsidiary or any Restricted Subsidiary, within 365 days after receipt of such proceedsthem incurred pursuant to this clause (c) does not any at time in the aggregate exceed 5% of Consolidated Net Tangible Assets of the Company as of the most recently ended quarter of the Company for which financial statements of the Company have been provided (or were required to have been provided) to the Holders of the Securities.

Limitation on Sale/Leaseback Transactions. (1) The Obligor Company will not, and will not permit, permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Obligor Company or a Restricted Subsidiary of the ObligorSubsidiary, any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereofof such property, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding the foregoing, the Obligor Company or any of its Restricted Subsidiaries Subsidiary may sell a any such Principal Property (as such term is defined with respect to the Obligor) and lease it back for a longer period (i) if the Obligor Company or such Restricted Subsidiary would be entitled, pursuant to the provisions described above in clauses (a) through (o) under Section 9.06, 4.01 to create a Lien mortgage on the property to be leased securing Funded Debt (as defined below) in an amount equal to the Attributable Debt (as defined below) with respect to the such sale and lease-back transaction without equally and ratably securing the Outstanding Notes outstanding debt securities or (ii) if (A) the Obligor Company promptly informs the Trustee of such transactionstransaction, (B) the net proceeds of such transactions transaction are at least equal to the fair value (as determined by a Managing Directors Resolutionboard resolution of the Company) of such property and (C) the Obligor Company 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)retirement, within 365 180 days after receipt of such proceeds, of Funded Debt having incurred or assumed by the Company or a Restricted Subsidiary (including the debt securities); provided further that, in lieu of applying all of or any part of such net proceeds to such retirement, the Company may, within 75 days after such sale, deliver or cause to be delivered to the applicable trustee for cancellation either debentures or notes evidencing Funded Debt of the Company (which may include the outstanding debt securities) or of a Restricted Subsidiary previously authenticated and delivered by the applicable trustee, and not previously tendered for sinking fund purposes or called for a sinking fund or otherwise applied as a credit against an outstanding principal obligation to redeem or retire such notes or debentures, and an Officers’ Certificate stating that the Company elects to deliver or cause to be delivered such debentures or notes in lieu of retiring Funded Debt as provided in this Indenture. If the Company shall so deliver debentures or notes to the applicable trustee and the Company shall duly deliver such Officers’ Certificate, the amount of cash which the Company will be required to apply to the retirement of Funded Debt under this provision shall be reduced by an amount equal to the aggregate of the then applicable optional redemption prices (not including any optional sinking fund redemption prices) of such net proceeds debentures or (y) to notes or, if there are no such redemption prices, the purchase principal amount of such debentures or acquisition (or notes; provided, that in the case of propertydebentures or notes which provide for an amount less than the principal amount of such debentures or notes to be due and payable upon a declaration of the maturity of such debentures or notes, such amount of cash shall be reduced by the amount of principal of such debentures or notes that would be due and payable as of the date of such application upon a declaration of acceleration of the maturity of such debentures or notes pursuant to the terms of the indenture pursuant to which such debentures or notes were issued. Notwithstanding the foregoing, the construction) of property or assets used in the business of the Obligor Company or any Restricted SubsidiarySubsidiary may enter into sale and lease-back transactions in addition to those permitted by this paragraph and without any obligation to retire any outstanding debt securities or other Funded Debt, within 365 days provided that at the time of entering into such sale and lease-back transactions and after receipt giving effect to such transactions, Exempted Debt does not exceed 15% of such proceeds.Consolidated Net Tangible Assets. EXECUTION VERSION

Limitation on Sale/Leaseback Transactions. (1) The Obligor JLL will not, and will not permitpermit any Restricted Subsidiary to, enter into any sale- leaseback transaction involving any of its Restricted Subsidiaries toassets or properties whether now owned or hereafter acquired, sell or transfer, directly or indirectly, except to the Obligor whereby JLL or a Restricted Subsidiary of the Obligor, any Principal Property (as sells or transfers such term is defined with respect to the Obligor) as an entirety, assets or properties and then or thereafter leases such assets or properties or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding the foregoing, the Obligor thereof or any of its other assets or properties which JLL or such Restricted Subsidiaries Subsidiary, as the case may sell a Principal Property (be, intends to use for substantially the same purpose or purposes as such term is defined with respect the assets or properties sold or transferred. The foregoing restriction does not apply to the Obligor) and lease it back for a longer period any sale-leaseback transaction (i) if the Obligor or such Restricted Subsidiary would be entitledlease is for a period, pursuant to Section 9.06including renewal rights, to create a Lien on the property to be leased securing Debt of not 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 excess of three years; (ii) if the lease secures or relates to industrial revenue or pollution control bonds; (Aiii) if the Obligor promptly informs the Trustee of transaction is solely between JLL and any Restricted Subsidiary or solely between Restricted Subsidiaries; (iv) if JLL or 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 Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business of the Obligor or any Restricted Subsidiary, within 365 days 12 months after receipt the sale or transfer of any assets or properties is completed, applies an amount not less than the net proceeds received from such proceedssale in accordance with clause (i)(A) or (i)(B) of the third paragraph or clause (ii) of the third paragraph of Section 4.11; or (v) except to the extent the aggregate principal amount of Capitalized Lease Obligations under such leases plus the outstanding principal amount of Indebtedness secured by Liens permitted by clause (xx) of the definition of Permitted Liens (and not separately permitted by other provisions of Section 4.09) does not exceed $10 million at any time outstanding.

Limitation on Sale/Leaseback Transactions. (1) The Obligor will Company shall not, and will shall not permit, permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, enter into any Principal Property (as such term is defined with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 Sale/Leaseback Transaction unless (i) if the Obligor Company or such Restricted Subsidiary would be entitled, pursuant to Section 9.06, entitled to create a Lien on the such property to be leased securing Debt Indebtedness in an amount equal to the Attributable Debt with respect to the sale and lease-back such transaction without equally and ratably securing the Outstanding Notes Securities pursuant to Section 3.7 or (ii) if (A) the Obligor promptly informs the Trustee of such transactions, (B) the net proceeds of such transactions sale are at least equal to the fair value (as determined by a Managing Directors Resolutionthe Board of Directors) of such property and (C) the Obligor causes Company or such Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of the such sale to be applied either the retirement, within 30 days of the effective date of any such arrangement, of Senior Indebtedness or Indebtedness of a Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Company or any Restricted Sub sidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered into pursuant to this proviso, plus (y) the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the retirement (whether final proviso to Section 3.7, does not exceed 10% of Consolidated Net Tangible Assets as determined 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; and provided, further, that a Restricted Subsidiary that is not a Re stricted Subsidiary on the Issue Date may enter into a Sale/Leaseback Transaction with respect to property owned by redemptionsuch Restricted Subsidiary, cancellation after open-market purchasesthe proceeds of which are used to acquire, develop, construct, or otherwise), repay (within 365 days after receipt of the commencement of commercial operation of such proceedsFacility) Indebtedness Incurred to acquire, develop or construct, a new Facility of Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business of the Obligor or any Restricted Subsidiary, within 365 days after receipt of such proceedsas long as neither the Company nor any other Restricted Subsidiary shall have any obligation or liability in connection therewith.

Limitation on Sale/Leaseback Transactions. (1) The Obligor Company will not, and will not permit, permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, enter into any Principal Property (as such term is defined Sale/Leaseback Transaction with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 unless (i) if the Obligor Company or such Restricted Subsidiary would be entitled, pursuant to Section 9.06, entitled to create a Lien Security Interests on the such property to be leased securing Debt in an amount equal to the such Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Notes Indenture Securities pursuant to the covenant described under Section 1006 or (ii) if (A) the Obligor promptly informs the Trustee of such transactions, (B) the net cash proceeds of received by the Company or any Subsidiary in connection with such transactions Sale/Leaseback Transaction are at least equal to the fair value (as determined by a Managing the Board of Directors Resolutionof the Company or, as the case may be, such Subsidiary) of such property property, and (C) the Obligor causes Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds of the sale to be applied either (x) to the retirement (whether by redemptionthereof and, cancellation after open-market purchases, or otherwise), within 365 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of propertya sale or transfer otherwise than for cash, an amount equal to the construction) fair market value of the property so leased, to the retirement, within 180 days after the effective date of such Sale/Leaseback Transaction, of the Securities subject to the provisions of Article Eleven or Debt of the Company ranking on a parity with the Securities and owing to a Person other than the Company or any Affiliate of the Company or to the construction or improvement of real property or assets personal property used in the business ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; (b) transactions between the Company and a Subsidiary or between Subsidiaries; and (c) transactions between the Company and a joint venture, partnership or other association or affiliation in which the Company has at least a 50% interest, directly or indirectly entered into for operational or strategic reasons and not for financing reasons; provided, however, that the aggregate Attributable Debt of all Sale/Leaseback Transactions of the Obligor Company and each Subsidiary or any Restricted Subsidiary, within 365 days after receipt of such proceedsthem incurred pursuant to this clause (c) does not any at time in the aggregate exceed 5% of Consolidated Net Tangible Assets of the Company as of the most recently ended quarter of the Company for which financial statements of the Company have been provided (or were required to have been provided) to the Holders of the Securities.

Limitation on Sale/Leaseback Transactions. (1) The Obligor So long as any 2019 Notes are Outstanding, the Company will not, and will not permit, permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Obligor or a Restricted Subsidiary of the Obligor, enter into any Principal Property (as such term is defined Sale/Leaseback Transaction with respect to the Obligor) as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or part of such property, except a lease for a period 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, notwithstanding 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 unless (i) if the Obligor Company or such Restricted Subsidiary would be entitled, pursuant to Section 9.06, entitled to create a Lien Security Interests on the such property to be leased securing Debt in an amount equal to the such Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Notes 2019 Securities pursuant to the covenant described under Section 1006 or (ii) if (A) the Obligor promptly informs the Trustee of such transactions, (B) the net cash proceeds of received by the Company or any Subsidiary in connection with such transactions Sale/Leaseback Transaction are at least equal to the fair value (as determined by a Managing the Board of Directors Resolutionof the Company or, as the case may be, such Subsidiary) of such property property, and (C) the Obligor causes Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds of the sale to be applied either (x) to the retirement (whether by redemptionthereof and, cancellation after open-market purchases, or otherwise), within 365 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds or (y) to the purchase or acquisition (or in the case of propertya sale or transfer otherwise than for cash, an amount equal to the construction) fair market value of the property so leased, to the retirement, within 180 days after the effective date of such Sale/Leaseback Transaction, of the Outstanding 2019 Securities subject to the provisions of Article Eleven or Debt of the Company ranking on a parity with the Outstanding 2019 Securities and owing to a Person other than the Company or any Affiliate of the Company or to the construction or improvement of real property or assets personal property used in the business ordinary course of business. These restrictions will not apply to (a) transactions providing for a lease for a term, including any renewal thereof, of not more than three years; (b) transactions between the Company and a Subsidiary or between Subsidiaries; and (c) transactions between the Company and a joint venture, partnership or other association or affiliation in which the Company has at least a 50% interest, directly or indirectly entered into for operational or strategic reasons and not for financing reasons; provided, however, that the aggregate Attributable Debt of all Sale/Leaseback Transactions of the Obligor Company and each Subsidiary or any Restricted Subsidiary, within 365 days after receipt of such proceedsthem incurred pursuant to this clause (c) does not any at time in the aggregate exceed 5% of Consolidated Net Tangible Assets of the Company as of the most recently ended quarter of the Company for which financial statements of the Company have been provided (or were required to have been provided) to the Holders of the 2019 Notes.