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

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) the Issuer 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 the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; (b) since the date of the original issuance of the Senior Notes and within a period commencing six months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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 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 Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturity."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9(a) The Issuer will not, and will not permit any Restricted Subsidiary of the Issuer will not to, enter into any Sale/Leaseback Transaction unless for the sale and leasing back of any Principal Property unless: (a1) such transaction was entered into prior to the Issue Date; (2) such transaction was for the sale and leasing back to the Issuer or any of its Wholly Owned Subsidiaries of any Principal Property by one of its Restricted Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Issuer or its Subsidiaries within a period of not more than three years); (4) The Issuer would be entitled to incur Debt, in Debt secured by a principal amount equal to the Attributable Debt Lien with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above4.02(b); or (b5) since the date of the original issuance of the Senior Notes and within a period commencing six months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafter, the The Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) Restricted Subsidiary applies an amount equal to all or a portion of the net proceeds received from the sale of such transaction and Principal Property to the Issuer elects purchase of other property or assets used or useful in its business (including the purchase or development of other Principal Property) or to designate such amount as a credit against the application retirement of Debt that is pari passu with the restrictions set forth in Section 3.8 above to such transaction Notes (with any such amount not being so designated to be applied as set forth in (cincluding the Notes) below); within 365 days before 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 provided that, in lieu of applying such amount to the voluntary defeasance or retirement of pari passu Debt, the Senior Issuer may deliver Notes and any of its other Senior Secured Indebtedness an amount equal to the greater trustee for cancellation, such Notes to be credited at the cost thereof to it. (b) Notwithstanding the restrictions set forth in Section 4.03(a), the Issuer and its Restricted Subsidiaries may enter into any Sale/Leaseback Transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions, together with all Debt outstanding pursuant to Section 4.02(c), does not exceed 7.5% of the net proceeds Consolidated Total Assets of the Issuer calculated as of the closing date of the sale 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 Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityleaseback transaction."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9The Obligor will not, the Issuer and will not permit any Subsidiary of the Obligor to, enter into any Sale/arrangement with any Person pursuant to which the Obligor or any Subsidiary of the Obligor leases any property that has been or is to be sold or transferred by the Obligor or the Subsidiary to such Person (a “Sale and Leaseback Transaction”), except that a Sale and Leaseback Transaction unless (a) is permitted if the Issuer Obligor 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 Indebtedness secured by a Lien lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, be leased (without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; (boutstanding Notes) since the date of the original issuance of the Senior Notes and within a period commencing six months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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 present value of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually (such amount is referred to as the “Attributable Debt”). The foregoing shall not apply to: (1) temporary leases for a term, including renewals at the option of the lessee, of not more than three years; (2) leases between only the Obligor and a Subsidiary of the Obligor or only between Subsidiaries of the Obligor; (3) leases where the proceeds from the sale of the property are at least equal to the fair market value (as determined in good faith by the Obligor) of the property and the Obligor applies an amount equal to the net proceeds of the sale to the retirement of long-term Indebtedness or transfer to the purchase of other property or equipment used or useful in its business, within 270 days of the property leased in such transaction or the Attributable Debt as determined by the Issuer in an Officers' Certificate delivered to the Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the effective date of such arrangement sale; provided that, in lieu of applying such amount to the retirement of long-term Indebtedness, the Obligor may deliver Notes to the Trustee for retirement and cancellation and excluding retirements cancellation, such Notes to be credited at the cost thereof to it; and (4) leases of Senior Notes and any Senior Secured Indebtedness as a result property executed by the time of, or within 270 days after the latest of, the acquisition, the completion of conversions construction or pursuant to mandatory sinking fund improvement, or mandatory prepayment provisions or by payment at maturitythe commencement of commercial operation of the property."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) Neither the Issuer would be entitled to incur Debt, Company nor any of the Subsidiary Guarantors may engage in a principal amount equal to transaction with any Person (other than the Attributable Debt Company or a Subsidiary) providing for the leasing by the Company or any Subsidiary Guarantor of any Principal Property of the Company or a Subsidiary Guarantor or any property which together with respect to such Sale/Leaseback Transaction secured by a Lien on the any other property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; (b) since same transaction or series of related transactions would in the date aggregate constitute a Principal Property of the original issuance of 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 Senior Notes and Company or the applicable Subsidiary Guarantor within a period commencing six of not more than three years), (ii) involving a lease of Principal Property executed by the time of, or within 12 months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafterafter, the Issuer has expended or will expend for any property (including amounts expended for latest of the acquisition, completion of construction, or commencement of operations of such Principal Property, (iii) that were for the sale and for additions, alterations, improvements and repairs thereto) an amount equal leasing back to all the Company or a portion of the net proceeds received from such transaction Subsidiary any Principal Property 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 (civ) below); that were entered into prior to, or (c) the Issuer, during or immediately after the expiration of the within 12 months after of, the effective date of any such Issue Date (a “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 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 such transaction or an amount at least equal to the Attributable Debt as determined by in respect of such Sale/Leaseback Transaction without securing the Issuer in an Officers' Certificate delivered Notes pursuant to the Trustee at terms of Section 4.5; or (ii) within 360 days, the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and Company or any amount utilized by the Issuer as set forth in (b) above), less Subsidiary Guarantor applies an amount equal to the net proceeds of such sale or transfer to: (A) the voluntary retirement of any Indebtedness of the Company or 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 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 net proceeds of such sale or transfer. (iii) Notwithstanding clauses (i) and (ii) above, the Company or any Subsidiary Guarantor may enter into a Sale/Leaseback Transaction which would otherwise be subject to the restrictions of the immediately preceding paragraph so as to create an aggregate amount 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 Debt denominated in a foreign currency shall be calculated based upon the Senior Notes delivered within 12 months after relevant currency exchange rate in effect on the date such Attributable Debt in respect of such arrangement Sale/Leaseback Transaction 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 the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness be exceeded solely as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityfluctuations in the exchange rate of currencies."

Limitation on Sale/Leaseback Transactions. Except (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 otherwise 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 in this Section 3.9that, notwithstanding the foregoing, the Issuer will not enter into Obligor or any Sale/Leaseback Transaction unless of its Restricted Subsidiaries may sell a Principal Property (aas such term is defined with respect to the Obligor) and lease it back for a longer period (i) if the Issuer Obligor or such Restricted Subsidiary would be entitled entitled, pursuant to incur DebtSection 9.06(1), to create a Lien on the property to be leased securing Debt in a principal an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and lease-back transaction without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; or (bii) since if (A) the date Obligor promptly informs the Trustee of such transactions, (B) the original issuance net proceeds of the Senior Notes and within a period commencing six months prior such transactions are at least equal to the effective date fair value (as determined by a Managing Directors Resolution) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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) to the retirement (whether by redemption, cancellation after open-market purchases, or transfer 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. (2) Notwithstanding Section 9.07(1), the Obligor or any Restricted Subsidiary of the 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 to purchase property leased in such transaction or the Attributable Debt as determined by the Issuer in an Officers' Certificate delivered to the Trustee assets, provided that at the time of entering into such transaction (in either case adjusted to reflect the remaining term sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityObligor."

Limitation on Sale/Leaseback Transactions. Except (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 otherwise 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 in this Section 3.9that, notwithstanding the foregoing, the Issuer will not enter into Obligor or any Sale/Leaseback Transaction unless of its Restricted Subsidiaries may sell a Principal Property (aas such term is defined with respect to the Obligor) and lease it back for a period longer than three years (i) if the Issuer Obligor or such Restricted Subsidiary would be entitled entitled, pursuant to incur DebtSection 9.06(1), to create a Lien on the property to be leased securing Debt in a principal an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and lease-back transaction without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; or (bii) since if (A) the date Obligor promptly informs the Trustee of such transactions, (B) the original issuance net proceeds of the Senior Notes and within a period commencing six months prior such transactions are at least equal to the effective date fair value (as determined by a Managing Directors Resolution) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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) to the retirement (whether by redemption, cancellation after open-market purchases, or transfer 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. (2) Notwithstanding Section 9.07(1), the Obligor or any Restricted Subsidiary of the 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 to purchase property leased in such transaction or the Attributable Debt as determined by the Issuer in an Officers' Certificate delivered to the Trustee assets, provided that at the time of entering into such transaction (in either case adjusted to reflect the remaining term sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityObligor."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9The Company shall not, the Issuer will and shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction unless (ai) the Issuer Company or such Restricted Subsidiary would be entitled to incur Debt, create a Lien on such property securing Indebtedness in a principal an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing the Securities pursuant to Section 3.4 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the Company or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the 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 a Lien 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 property subject to such 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 pursuant with respect to Section 3.8 aboveproperty or assets owned by such Restricted Subsidiary, without equally and ratably securing the Outstanding Senior Notes pursuant proceeds of which are used to Section 3.8 above; explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (b) since the date within 365 days of the original issuance commencement of the Senior Notes and within a period commencing six months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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 full commercial operation of any such Sale/Leaseback Transactionproperty) Indebtedness Incurred to explore, applies drill, develop, construct, purchase, repair, improve or add to the voluntary defeasance property or retirement assets 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 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 Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityRestricted Subsidiary."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9The Company will not, the Issuer and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Sale and Lease-Back Transaction unless unless: (a) the Issuer Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Debt, Indebtedness secured by a lien on the Principal Property to be leased in a principal an amount at least equal to the Attributable Debt with in respect to of such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 aboveSale and Lease-Back Transaction, without equally and ratably securing the Outstanding Senior Notes Securities pursuant to Section 3.8 1.3 (1) above; or (b) since the date direct or indirect proceeds of the original issuance sale of the Senior Notes and within a period commencing six months prior Principal Property to be leased are at least equal to the effective date fair value of such Sale/Leaseback Transaction Principal Property (as determined by the Company’s Board of Directors) and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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 sale of the restrictions set forth in Section 3.8 above to such transaction (with any such amount not being property or assets so designated to be applied as set forth in (c) below); or (c) the Issuerleased is applied, during or immediately after the expiration within 180 days of the 12 months after the effective date of any such Sale/Leaseback Sale and Lease-Back Transaction, applies to the voluntary defeasance purchase or retirement acquisition (or, in the case of real property, commencement of the Senior Notes and any construction) of its property or assets or to the retirement (other Senior Secured than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net proceeds required to be applied pursuant to this clause (b) an amount equal to the greater sum of the net proceeds of the sale 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 Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (bi) above), less an amount equal to the principal amount of the Senior Notes Securities delivered within 12 months after 180 days of the effective date of such arrangement Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Senior Notes Securities and any Senior Secured other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityprovisions."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) The Company will not, and will not permit, any Subsidiary to, sell or transfer, directly or indirectly, except to the Issuer Company or a Subsidiary, a Principal Property 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 Company or any Subsidiary may sell a Principal Property and lease it back for a longer period (i) if the Company or such Subsidiary would be entitled entitled, pursuant to incur DebtSection 3.2, to create a mortgage on the property to be leased securing Debt in a principal an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and lease-back transaction without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; outstanding Securities or (bii) since if (A) the date Company promptly informs the Trustee of such transactions, (B) the original issuance net proceeds of the Senior Notes and within a period commencing six months prior such transaction are at least equal to the effective date fair value (as determined by a Board Resolution) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) Company 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 to the retirement (whether by redemption, cancellation after open-market purchases, or transfer otherwise), within 120 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to the property leased net proceeds. (b) Notwithstanding the foregoing paragraph (a), the Company or any Subsidiary may enter into sale and lease-back transactions in such transaction or the Attributable Debt as determined addition to those permitted by the Issuer in an Officers' Certificate delivered foregoing paragraph (a), and without any obligation to the Trustee retire any outstanding Funded Debt, provided that at the time of entering into such transaction (in either case adjusted to reflect the remaining term sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 10% of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityConsolidated Net Tangible Assets."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) The Obligor will not, and will not permit, any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Issuer Obligor or a Restricted Subsidiary of the Obligor, any Principal Property 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 and lease it back for a longer period (i) if the Obligor or such Restricted Subsidiary would be entitled entitled, pursuant to incur DebtSection 906, to create a Lien on the property to be leased securing Debt in a principal an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and lease-back transaction without equally and ratably securing the Outstanding Senior outstanding Notes pursuant to Section 3.8 above; or (bii) since if (A) the date Obligor promptly informs the Trustee of such transactions, (B) the original issuance net proceeds of the Senior Notes and within a period commencing six months prior such transactions are at least equal to the effective date fair value (as determined by a Board Resolution) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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 (i) to the retirement (whether by redemption, cancellation after open-market purchases, or transfer otherwise), within 365 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds or (ii) to the purchase or acquisition (or in the case of property, the construction) of property or assets used in the business of the property leased Obligor or any Restricted Subsidiary, within 365 days after receipt of such proceeds. (b) Notwithstanding the foregoing paragraph (a), the Obligor or any Restricted Subsidiary of the Obligor may enter into sale and lease-back transactions in such transaction or the Attributable Debt as determined addition to those permitted by the Issuer in an Officers' Certificate delivered foregoing paragraph (a), and without any obligation to the Trustee retire any outstanding Funded Debt or to purchase property or assets, PROVIDED that at the time of entering into such transaction (in either case adjusted to reflect the remaining term sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 15% of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityConsolidated Net Tangible Assets."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9The Obligor will not, the Issuer and will not permit any Restricted Subsidiary to, enter into any Sale/arrangement with any Person pursuant to which the Obligor or any Restricted Subsidiary leases any Principal Property that has been or is to be sold or transferred by the Obligor or the Restricted Subsidiary to such Person (a “Sale and Leaseback Transaction”), except that a Sale and Leaseback Transaction unless (a) is permitted if the Issuer Obligor or such Restricted Subsidiary would be entitled to incur Debt, in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction Indebtedness secured by a Lien lien on the such property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, be leased (without equally and ratably securing the Outstanding outstanding Senior Notes pursuant to Section 3.8 above; (bNotes) since the date of the original issuance of the Senior Notes and within a period commencing six months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) in an amount equal to all or a portion the present value of the net proceeds received from such transaction and lease payments with respect to the Issuer elects to designate term of the lease remaining on the date as of which the amount is being determined, discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually (such amount is referred to as the “Attributable Debt”). The foregoing shall not apply to: (a) temporary leases for a credit against term, including renewals at the application option of the restrictions set forth in Section 3.8 above to such transaction lessee, of not more than three years; (with any such amount not being so designated to be applied as set forth in b) leases between only the Obligor and a Subsidiary of the Obligor or only between Subsidiaries of the Obligor; (c) below); or (c) leases where the Issuer, during or immediately Obligor applies within 365 days 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 sale an amount equal to the greater of the net proceeds of the sale or transfer of the property leased in such transaction or the Attributable Debt as determined associated with the property to (i) the retirement of long-term secured Indebtedness; or, if the Obligor has no long-term secured Indebtedness outstanding, long-term Indebtedness that is pari passu with the Senior Notes, or (ii) the purchase of additional property or assets; and (d) leases of property executed by the Issuer in an Officers' Certificate delivered to the Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (b) above)of, less an amount equal to the principal amount of the Senior Notes delivered or within 12 months after the date latest of, the acquisition, the completion of such arrangement to construction or improvement, or the Trustee for retirement and cancellation and excluding retirements commencement of Senior Notes and any Senior Secured Indebtedness as a result commercial operation of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturitythe property."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) Neither the Issuer would be entitled to incur Debt, Company nor any of the Subsidiary Guarantors may engage in a principal amount equal to transaction with any Person (other than the Attributable Debt Company or a Subsidiary Guarantor) providing for the leasing by the Company or any Subsidiary Guarantor of any Principal Property of the Company or a Subsidiary Guarantor or any property which together with respect to such Sale/Leaseback Transaction secured by a Lien on the any other property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; (b) since same transaction or series of related transactions would in the date aggregate constitute a Principal Property of the original issuance of 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 Senior Notes and Company or the applicable Subsidiary Guarantor within a period commencing six of not more than three years), (ii) involving a lease of Principal Property executed by the time of, or within 12 months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafterafter, the Issuer has expended or will expend for any property (including amounts expended for latest of the acquisition, completion of construction, or commencement of operations of such Principal Property, (iii) that were for the sale and for additions, alterations, improvements and repairs thereto) an amount equal leasing back to all the Company or a portion of the net proceeds received from such transaction Subsidiary any Principal Property, 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 (civ) below); that were entered into prior to, or (c) the Issuer, during or immediately after the expiration of the within 12 months after of, the effective date of any such Issue Date (a “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 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 such transaction or an amount at least equal to the Attributable Debt as determined by in respect of such Sale/Leaseback Transaction without securing the Issuer in an Officers' Certificate delivered Notes pursuant to the Trustee at terms of Section 4.5; or (ii) within 360 days, the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and Company or any amount utilized by the Issuer as set forth in (b) above), less Subsidiary Guarantor applies an amount equal to the net proceeds of such sale or transfer to: (A) the voluntary retirement of any Indebtedness of the Company or its Subsidiaries maturing by its terms more than one year from the date of issuance, assumption or guarantee thereof, which is 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 and which has a fair market value at least equal to the net proceeds of such sale or transfer. (b) Notwithstanding Section 4.6(a) above, the Company or any Subsidiary Guarantor may enter into a Sale/Leaseback Transaction which would otherwise be subject to the restrictions of Section 4.6(a) above so as to create an aggregate amount 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) an amount such that, after giving effect to such other Attributable Debt, the Secured Net Debt Ratio does not exceed 2.75 to 1.0, after giving effect to such Incurrence and the application of the proceeds therefrom. (c) 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 Debt denominated in a foreign currency shall be calculated based upon the Senior Notes delivered within 12 months after relevant currency exchange rate in effect on the date such Attributable Debt in respect of such arrangement Sale/Leaseback Transaction 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 the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness be exceeded solely as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityfluctuations in the exchange rate of currencies."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) The Company will not, and will not permit, any Subsidiary to, sell or transfer, directly or indirectly, except to the Issuer Company or a Subsidiary, a Principal Property 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 Company or any Subsidiary may sell a Principal Property and lease it back for a longer period (i) if the Company or such Subsidiary would be entitled entitled, pursuant to incur DebtSection 3.2, to create a mortgage on the property to be leased securing Debt in a principal an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and leaseback transaction without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; (b) since the date outstanding Debt Securities of the original issuance applicable series or (ii) if (A) the Company promptly informs the Trustee of such transactions, (B) the Senior Notes and within a period commencing six months prior net proceeds of such transaction are at least equal to the effective date fair value (as determined by a Board Resolution delivered to the Trustee) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) Company 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 to the retirement (whether by redemption, cancellation after open-market purchases, or transfer otherwise), within 120 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to the property leased net proceeds. (b) Notwithstanding the foregoing paragraph (a), the Company or any Subsidiary may enter into sale and leaseback transactions in such transaction or the Attributable Debt as determined addition to those permitted by the Issuer in an Officers' Certificate delivered foregoing paragraph (a), and without any obligation to the Trustee retire any outstanding Funded Debt, provided that at the time of entering into such transaction (in either case adjusted sale and leaseback transactions and after giving effect thereto, Exempted Debt with respect to reflect the remaining term applicable series of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount Debt Securities does not exceed 15% of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityConsolidated Net Tangible Assets."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) Neither the Issuer would be entitled to incur Debt, Company nor any of its Restricted Subsidiaries may engage in a principal amount equal to transaction with any Person (other than the Attributable Debt Company or a Restricted Subsidiary) providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property of the Company or such Restricted Subsidiaries or any property which together with respect to such Sale/Leaseback Transaction secured by a Lien on the any other property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; (b) since same transaction or series of related transactions would in the date aggregate constitute a Principal Property of the original issuance of Company or such Restricted Subsidiaries, except for leases which will not exceed three years, including renewals, which property has been or is to be sold or transferred by the Senior Notes and within Company or any Restricted Subsidiary to such Person (other than the Company or a period commencing Restricted Subsidiary) more than six months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for after the acquisition, and for additionscompletion of construction, alterationsor commencement of operations of such property, improvements and repairs thereto) an amount equal to all or with the intention of taking back a portion lease of the net proceeds received from such transaction and the Issuer elects to designate such amount as property (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 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 its Restricted Subsidiaries to create a Lien on such property to secure debt in such transaction or an amount at least equal to the Attributable Debt as determined by in respect of such Sale/Leaseback Transaction without securing the Issuer in an Officers' Certificate delivered Notes pursuant to the Trustee at terms of Section 4.5; or (ii) within 360 days, the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and Company or any amount utilized by the Issuer as set forth in (b) above), less Restricted Subsidiary applies an amount equal to the net proceeds of such sale or transfer to: (A) the voluntary retirement of any Indebtedness of the Company or its Restricted 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 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, facilities or equipment that will constitute or form a part of Principal Property, and which has a fair market value at least equal to the net proceeds of such sale or transfer. (iii) Notwithstanding the provisions of clauses (i) and (ii) above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction in addition to those permitted by clauses (i) and (ii) above; provided, however, that, after giving effect thereto, the aggregate principal amount of Exempted Debt at any one time outstanding does not exceed the Senior Notes delivered within 12 months after greater of (A) $1 billion and (B) 1.5 times Adjusted EBITDA determined on a Pro Forma Basis for the relevant Reference Period, 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 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 was Incurred; provided, however, that if such Attributable Debt is Incurred to refinance or replace other Attributable Debt denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such arrangement refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Trustee for retirement and cancellation and excluding retirements principal amount of Senior Notes and such refinancing or replacement Attributable Debt does not exceed the principal amount of such Attributable Debt being refinanced or replaced; and (ii) the maximum amount of Attributable Debt that the Company or any Senior Secured Indebtedness Restricted Subsidiary may Incur in respect of any Sale/Leaseback Transaction shall not be deemed to be exceeded solely as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityfluctuations in the exchange rate of currencies."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9(a) The Company shall not, the Issuer will not nor shall it permit any of its Restricted Subsidiaries to, enter into any arrangement with any other Person pursuant to a Sale/Leaseback Transaction unless (a) by the Issuer Company or any of its Restricted Subsidiaries, except that a Sale/Leaseback Transaction is permitted if the Company or such Restricted Subsidiary would be entitled to incur DebtIndebtedness secured by a Lien on the Principal Property to be leased, without equally and ratably securing the Notes, in a an aggregate principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Transaction. (b) The following Sale/Leaseback Transaction pursuant Transactions are not subject to the limitation above and the provisions described in Section 3.8 4.05(a) above: (1) temporary leases for a term, without equally and ratably securing including renewals at the Outstanding Senior Notes pursuant to Section 3.8 above; (b) since the date option of the original issuance lessee, of not more than three years; (2) leases between only the Company and a Restricted Subsidiary of the Senior Notes and within a period commencing six months prior Company or only between Restricted Subsidiaries of the Company; (3) leases where the proceeds from the sale of the subject property are at least equal to the effective date fair market value (as determined in good faith by the Company) of such Sale/Leaseback Transaction the subject property and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) Company applies 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 the retirement of long term Indebtedness or transfer the purchase, construction, development, expansion or improvement of other property or equipment used or useful in its business whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, within 270 days of the property leased in such transaction or the Attributable Debt as determined by the Issuer in an Officers' Certificate delivered to the Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the effective date of such arrangement sale; provided that in lieu of applying such amount to the Trustee retirement of long-term Indebtedness, the Company may deliver notes or other debt securities to the trustee for retirement and cancellation and excluding retirements cancellation; and (4) leases of Senior Notes and any Senior Secured Indebtedness as a result property executed by the time of, or within 270 days after the latest of, the acquisition, the completion of conversions construction, development, expansion or pursuant to mandatory sinking fund improvement, or mandatory prepayment provisions or by payment at maturitythe commencement of commercial operation, of the subject property."

Limitation on Sale/Leaseback Transactions. Except 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 otherwise provided in this Section 3.9an 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 Issuer will not enter into Obligor or any Sale/Leaseback Transaction unless of its Restricted Subsidiaries may sell a Principal Property and lease it back for a longer period (ai) if the Issuer Obligor or such Restricted Subsidiary would be entitled entitled, pursuant to incur DebtSection 906, to create a Lien on the property to be leased securing Debt in a principal an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and lease-back transaction without equally and ratably securing the Outstanding Senior outstanding Notes pursuant to Section 3.8 above; or (bii) since if (A) the date Obligor promptly informs the Trustee of such transactions, (B) the original issuance net proceeds of the Senior Notes and within a period commencing six months prior such transactions are at least equal to the effective date fair value (as determined by a Board Resolution) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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 or transfer of the property leased in such transaction or the Attributable Debt as determined by the Issuer in an Officers' Certificate delivered to be applied either (i) to the Trustee at the time of entering into such transaction retirement (in either case adjusted to reflect the remaining term of the lease and any amount utilized whether by the Issuer as set forth in (b) aboveredemption, cancellation after open-market purchases, or otherwise), less within 365 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to such net proceeds or (ii) to the principal amount purchase or acquisition (or in the case of property, the construction) of property or assets used in the business of the Senior Notes delivered Obligor or any Restricted Subsidiary, within 12 months 365 days after the date receipt of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityproceeds."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) The Company ----------------------------------------------------- will not, and will not permit, any Subsidiary to, sell or transfer, directly or indirectly, except to the Issuer Company or a Subsidiary, a Principal Property 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 Company or any Subsidiary may sell a Principal Property and lease it back for a longer period (i) if the Company or such Subsidiary would be entitled entitled, pursuant to incur DebtSection 3.2, to create a mortgage on the property to be leased ----------- securing Debt in a principal an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and lease-back transaction without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; outstanding Securities or (bii) since if (A) the date Company promptly informs the Trustee of such transactions, (B) the original issuance net proceeds of the Senior Notes and within a period commencing six months prior such transaction are at least equal to the effective date fair value (as determined by a Board Resolution) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) Company 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 to the retirement (whether by redemption, cancellation after open-market purchases, or transfer otherwise), within 120 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to the property leased net proceeds. (b) Notwithstanding the foregoing paragraph (a), the Company or any Subsidiary may enter into sale and lease-back transactions in such transaction or the Attributable Debt as determined addition to those permitted by the Issuer in an Officers' Certificate delivered foregoing paragraph (a), and without any obligation to the Trustee at retire any outstanding Funded Debt; provided that a the time of entering into such transaction (in either case adjusted to reflect the remaining term sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 10% of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityConsolidated Net Tangible Assets."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) Neither the Issuer would be entitled to incur Debt, Company nor any of its Restricted Subsidiaries may engage in a principal amount equal to transaction with any Person (other than the Attributable Debt Company or a Restricted Subsidiary) providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property of the Company or such Restricted Subsidiaries or any property which together with respect to such Sale/Leaseback Transaction secured by a Lien on the any other property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; (b) since same transaction or series of related transactions would in the date aggregate constitute a Principal Property of the original issuance of Company or such Restricted Subsidiaries, except for leases which will not exceed three years, including renewals, which property has been or is to be sold or transferred by the Senior Notes and within Company or any Restricted Subsidiary to such Person (other than the Company or a period commencing Restricted Subsidiary) more than six months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for after the acquisition, and for additionscompletion of construction, alterationsor commencement of operations of such property, improvements and repairs thereto) an amount equal to all or with the intention of taking back a portion lease of the net proceeds received from such transaction and the Issuer elects to designate such amount as property (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 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 its Restricted Subsidiaries to create a Lien on such property to secure debt in such transaction or an amount at least equal to the Attributable Debt as determined by in respect of such Sale/Leaseback Transaction without securing the Issuer in an Officers' Certificate delivered Notes pursuant to the Trustee at terms of Section 4.5; or (ii) within 360 days, the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and Company or any amount utilized by the Issuer as set forth in (b) above), less Restricted Subsidiary applies an amount equal to the net proceeds of such sale or transfer to: (A) the voluntary retirement of any Indebtedness of the Company or its Restricted 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 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, facilities or equipment that will constitute or form a part of Principal Property, and which has a fair market value at least equal to the net proceeds of such sale or transfer. (iii) Notwithstanding of clauses (i) and (ii) above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction in addition to those permitted by clauses (i) and (ii) above; provided, however, that after giving effect thereto, Exempted Debt does not exceed 15.0% of Consolidated Net Tangible Assets of the Company measured as of the date of incurrence of any 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 Debt denominated in a foreign currency shall be calculated based upon the Senior Notes delivered within 12 months after relevant currency exchange rate in effect on the date such Attributable Debt in respect of such Sale/Leaseback Transaction was Incurred; provided, however, that if such Attributable Debt is Incurred to refinance or replace other Attributable Debt denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such arrangement refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Trustee for retirement and cancellation and excluding retirements principal amount of Senior Notes and such refinancing or replacement Attributable Debt does not exceed the principal amount of such Attributable Debt being refinanced or replaced; and (ii) the maximum amount of Attributable Debt that the Company or any Senior Secured Indebtedness Restricted Subsidiary may Incur in respect of any Sale/Leaseback Transaction shall not be deemed to be exceeded solely as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityfluctuations in the exchange rate of currencies."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this (a) Subject to paragraph (b) below and Section 3.94.14, the Issuer shall not, nor shall it permit any of its Subsidiaries to, sell or transfer any Principal Property with the intention of taking back a lease on such Principal Property. (b) Notwithstanding any other provision of this Indenture, the restrictions in Section 4.13(a) shall not apply if: (i) the lease is to one of the Issuer's Subsidiaries, or to the Issuer in the case of a Subsidiary of the Issuer; (ii) the lease is for a temporary period by the end of which it is intended that the use of such Principal Property by the lessee will not enter into any Sale/Leaseback Transaction unless be discontinued; (aiii) the Issuer would be entitled to incur Debtor one of its Subsidiaries could, in a principal amount equal to the Attributable Debt accordance with respect to Section 4.12, Mortgage such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, Principal Property without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; Notes; (b1) since the date of Issuer promptly informs the original issuance of the Senior Notes and within a period commencing six months prior to the effective date Trustee of such Sale/Leaseback Transaction and ending six months thereaftersale, the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto2) an amount equal to all or a portion of the net proceeds received from of such transaction sale are at least equal to the fair market value (as determined by resolution adopted by the Board of Directors of the Issuer) of such Principal Property and (3) the Issuer elects to designate such amount as a credit against the application of the restrictions set forth will, and 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) case the IssuerIssuer covenants that it will, during or immediately within 180 days after the expiration of the 12 months after the effective date of any such Sale/Leaseback Transactionsale, applies to the voluntary defeasance or retirement of the Senior Notes and any of its other Senior Secured Indebtedness apply an amount equal to the greater of the net proceeds of such sale to the sale retirement of its debt or transfer of debt of one of its Subsidiaries in the case of Principal Property of such Subsidiary, maturing by its terms more than one year after the date on which it was originally incurred (the "funded debt"); provided that the amount to be applied to the retirement of funded debt of the property leased in such transaction Issuer or of a Subsidiary of the Attributable Debt as determined Issuer shall be reduced by the amount below if, within 75 days after such sale, the Issuer in delivers to the Trustee an Officers' Certificate delivered to stating: (1) that on a specified date after such sale the Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term Issuer or a Subsidiary of the lease and any amount utilized by Issuer, as the Issuer as set forth in (b) above)case may be, less an amount equal to the voluntarily retired a specified principal amount of funded debt; (2) that the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions was not effected by payment at maturity or pursuant to any applicable mandatory sinking fund or mandatory prepayment provision, other than provisions requiring retirement of any funded debt of the Issuer or a Subsidiary of the Issuer, as the case may be, under the circumstances referred to in this Section 4.13; and (3) the then optional redemption or prepayment price applicable to the funded debt so retired or, if there is no such price applicable, the amount applied by payment at maturitythe Issuer or its Subsidiary, as the case may be, to the retirement of such funded debt. In the event of such a sale or transfer, the Issuer will deliver to the Trustee a certified copy of the resolution of the Board of Directors referred to in the parenthetical phrase contained in clause (iv)(2) above and an Officers' Certificate setting forth all material facts under this Section 4.13. For purposes of this Section 4.13, the term "retirement of funded debt" shall include the "in substance defeasance" of such funded debt in accordance with then applicable accounting rules."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) The Company will not, and will not permit, any Subsidiary to, sell or transfer, directly or indirectly, except to the Issuer Company or a Subsidiary, a Principal Property 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 Company or any Subsidiary may sell a Principal Property and lease it back for a longer period (i) if the Company or such Subsidiary would be entitled entitled, pursuant to incur DebtSection 3.2, to create a mortgage on the property to be leased securing Debt in a principal an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and leaseback transaction without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; (b) since the date outstanding Debt Securities of the original issuance applicable series or (ii) if (A) the Company promptly informs the Trustee in writing of such transactions, (B) the Senior Notes and within a period commencing six months prior net proceeds of such transaction are at least equal to the effective date fair value (as determined by a Board Resolution delivered to the Trustee) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) Company 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 to the retirement (whether by redemption, cancellation after open-market purchases, or transfer otherwise), within 120 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to the property leased net proceeds. (b) Notwithstanding the foregoing paragraph (a), the Company or any Subsidiary may enter into sale and leaseback transactions in such transaction or the Attributable Debt as determined addition to those permitted by the Issuer in an Officers' Certificate delivered foregoing paragraph (a), and without any obligation to the Trustee retire any outstanding Funded Debt, provided that at the time of entering into such transaction (in either case adjusted sale and leaseback transactions and after giving effect thereto, Exempted Debt with respect to reflect the remaining term applicable series of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount Debt Securities does not exceed 15% of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityConsolidated Net Tangible Assets."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9(a) The Company will not, the Issuer and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction unless (a) the Issuer would be entitled to incur Debt, in a principal amount equal to the Attributable Debt with respect to any property unless: (1) such Sale/Leaseback Transaction secured transaction involves a lease period of not more than three years (or a lease that may be terminated by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; (b) since the date of the original issuance of the Senior Notes and Company or its Restricted Subsidiaries within a period commencing six months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafter, the Issuer has expended or will expend for any property not more than three years); (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto2) an amount equal to all or a portion of the net proceeds received from such transaction involves leases between only the Company 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 Restricted Subsidiary or only between Restricted Subsidiaries; (3) such transaction (with any such amount not being so designated to be applied as set forth in (c) below); involves leases of property executed by the time of, or (c) the Issuer, during or immediately after the expiration of the within 12 months after the effective date latest of, the acquisition or completion of any such Sale/Leaseback Transactionconstruction, applies to the voluntary defeasance development, replacement, repair or retirement improvement of the Senior Notes and any of its other Senior Secured Indebtedness an amount equal to property; (4) the greater of the net proceeds of the sale Company 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 Trustee Restricted Subsidiary would (at the time of entering into such transaction arrangement) be entitled pursuant to any of clauses (in either case adjusted to reflect the remaining term 1) through (12) of the lease definition of “Permitted Liens” to incur or guarantee Indebtedness secured by a Lien on such property in the amount of the Attributable Debt arising from such Sale/Leaseback Transaction without equally and any amount utilized ratably securing the Notes; (5) the net proceeds of the sale of the property to be leased are at least equal to such property’s fair market value, as determined by the Issuer Company in good faith, and such net proceeds are applied within 365 days of the effective date of the Sale/Leaseback Transaction (or within a period of 180 days after such 365th day, if by the end of such initial 365-day period the Company or one or more Restricted Subsidiaries shall have entered into a definitive agreement as set forth in described below), or the Company enters into a definitive agreement within such 365-day period to apply such net proceeds, to (a) the purchase, construction, development or acquisition of properties or assets or (b) abovethe redemption, repayment or other retirement for value of the Notes or any Indebtedness of the Company that ranks equally in right of payment with the Notes or Indebtedness of a non-guarantor Restricted Subsidiary (in any such case that is not Indebtedness owed to the Company or any of its Subsidiaries); or (6) other Sale/Leaseback Transactions if, at the time entered into and after giving effect thereto, the aggregate outstanding Attributable Debt incurred pursuant to this clause (6) does not exceed the greater of $200 million and 2.5% of Consolidated Net Tangible Assets. (b) Notwithstanding Section 4.2(a), less an amount equal the Company and its Restricted Subsidiaries will be permitted to enter into Sale/Leaseback Transactions that would otherwise be subject to Section 4.2(a), without complying with the principal requirements of Section 4.2(a), if, after giving effect thereto, the aggregate amount of the Senior Notes delivered within 12 months after the date of all outstanding Attributable Debt with respect to Sale/Leaseback Transactions existing at such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or time that could not have been entered into except pursuant to mandatory sinking fund or mandatory prepayment provisions or this Section 4.2(b), together (without duplication) with the aggregate amount of all outstanding Indebtedness secured by payment at maturityLiens permitted pursuant to Section 4.1(b), does not exceed 15% of Consolidated Net Tangible Assets."

Limitation on Sale/Leaseback Transactions. Except The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary, any Principal Property as otherwise an entirety, or any substantial portion of such property, with the intention of taking back a lease 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 in this Section 3.9that, notwithstanding the foregoing, the Issuer will not enter into Company or any Sale/Leaseback Transaction unless Restricted Subsidiary may sell any such Principal Property and lease it back for a longer period (i) if the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions described above in clauses (a) through (o) under Section 4.01 to create a mortgage on the Issuer would property to be entitled to incur Debt, leased securing Funded Debt (as defined below) in a principal an amount equal to the Attributable Debt (as defined below) with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and lease-back transaction without equally and ratably securing the Outstanding Senior Notes pursuant outstanding debt securities or (ii) if (A) the Company promptly informs the Trustee of such transaction, (B) the net proceeds of such transaction are at least equal to Section 3.8 above; the fair value (b) since the date as determined by board resolution of the original issuance of the Senior Notes and within a period commencing six months prior to the effective date Company) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) Company 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 to the retirement, within 180 days after receipt of such proceeds, of Funded Debt incurred or transfer of the property leased in such transaction or the Attributable Debt as determined assumed by the Issuer Company or a Restricted Subsidiary (including the debt securities); provided further that, in an Officers' Certificate 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 Trustee 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 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 debentures or notes or, if there are no such redemption prices, the principal amount of such debentures or notes; provided, that in the case of debentures 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 Company or any Restricted Subsidiary 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, provided that at the time of entering into such transaction (in either case adjusted sale and lease-back transactions and after giving effect to reflect the remaining term such transactions, Exempted Debt does not exceed 15% of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityConsolidated Net Tangible Assets."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9The Company shall not, the Issuer will and shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction unless (ai) the Issuer Company or such Subsidiary would be entitled to incur Debt, create a Lien on such property securing Indebtedness in a principal an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing the Securities pursuant to Section 3.7 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property and the Company or such Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to 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 a Lien Liens Incurred pursuant to the final proviso to Section 3.7, does not exceed 10% of Consolidated Net Tangible Assets as determined based on the property subject to such 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 pursuant with respect to Section 3.8 aboveproperty owned by such Restricted Subsidiary, without equally and ratably securing the Outstanding Senior Notes pursuant proceeds of which are used to Section 3.8 above; acquire, develop, construct, or repay (b) since the date within 365 days of the original issuance commencement of the Senior Notes and within a period commencing six months prior to the effective date commercial operation of such Sale/Leaseback Transaction and ending six months thereafterFacility) Indebtedness Incurred to acquire, the Issuer has expended develop or will expend for any property (including amounts expended for the acquisitionconstruct, and for additions, alterations, improvements and repairs thereto) 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 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 Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date new Facility of such arrangement to Restricted Subsidiary, as long as neither the Trustee for retirement and cancellation and excluding retirements of Senior Notes and Company nor any Senior Secured Indebtedness as a result of conversions other Restricted Subsidiary shall have any obligation or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityliability in connection therewith."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9The Company will not, the Issuer and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Sale and Lease-Back Transaction unless unless: (a) the Issuer Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Debt, Indebtedness secured by a lien on the Principal Property to be leased in a principal an amount at least equal to the Attributable Debt with in respect to of such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 aboveSale and Lease-Back Transaction, without equally and ratably securing the Outstanding Senior Notes Securities pursuant to Section 3.8 1.3 (1) above; or (b) since the date direct or indirect proceeds of the original issuance sale of the Senior Notes and within a period commencing six months prior Principal Property to be leased are at least equal to the effective date fair value of such Sale/Leaseback Transaction Principal Property (as determined by the Company’s Board of Directors) and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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 sale of the restrictions set forth in Section 3.8 above to such transaction (with any such amount not being property or assets so designated to be applied as set forth in (c) below); or (c) the Issuerleased is applied, during or immediately after the expiration within 180 days of the 12 months after the effective date of any such Sale/Leaseback Sale and Lease-Back Transaction, applies to the voluntary defeasance purchase or retirement acquisition (or, in the case of real property, commencement of the Senior Notes and any construction) of its property or assets or to the retirement (other Senior Secured than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the greater sum of the net proceeds of the sale 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 Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (bi) above), less an amount equal to the principal amount of the Senior Notes Securities delivered within 12 months after 180 days of the effective date of such arrangement Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Senior Notes Securities and any Senior Secured other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityprovisions."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9The Company will not, the Issuer and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Sale and Lease-Back Transaction unless unless: (a) the Issuer Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Debt, Indebtedness secured by a lien on the Principal Property to be leased in a principal an amount at least equal to the Attributable Debt with in respect to of such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 aboveSale and Lease-Back Transaction, without equally and ratably securing the Outstanding Senior Notes Securities pursuant to Section 3.8 subsection (1) above; or (b) since the date direct or indirect proceeds of the original issuance sale of the Senior Notes and within a period commencing six months prior Principal Property to be leased are at least equal to the effective date fair value of such Sale/Leaseback Transaction Principal Property (as determined by the Company’s Board of Directors) and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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 sale of the restrictions set forth in Section 3.8 above to such transaction (with any such amount not being property or assets so designated to be applied as set forth in (c) below); or (c) the Issuerleased is applied, during or immediately after the expiration within 180 days of the 12 months after the effective date of any such Sale/Leaseback Sale and Lease-Back Transaction, applies to the voluntary defeasance purchase or retirement acquisition (or, in the case of real property, commencement of the Senior Notes and any construction) of its property or assets or to the retirement (other Senior Secured than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net proceeds required to be applied pursuant to this clause (b) an amount equal to the greater sum of the net proceeds of the sale 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 Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (bi) above), less an amount equal to the principal amount of the Senior Notes Securities delivered within 12 months after 180 days of the effective date of such arrangement Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Senior Notes Securities and any Senior Secured other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityprovisions."

Limitation on Sale/Leaseback Transactions. Except (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 otherwise 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 in this Section 3.9that, notwithstanding the foregoing, the Issuer will not enter into Obligor or any Sale/Leaseback Transaction unless of its Restricted Subsidiaries may sell a Principal Property (aas such term is defined with respect to the Obligor) and lease it back for a period longer than three years (i) if the Issuer Obligor or such Restricted Subsidiary would be entitled entitled, pursuant to incur DebtSection 9.06, to create a Lien on the property to be leased securing Debt in a principal an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and lease-back transaction without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; or (bii) since if (A) the date Obligor promptly informs the Trustee of such transactions, (B) the original issuance net proceeds of the Senior Notes and within a period commencing six months prior such transactions are at least equal to the effective date fair value (as determined by a Managing Directors Resolution) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) 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) to the retirement (whether by redemption, cancellation after open-market purchases, or transfer 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. (2) Notwithstanding Section 9.07(1), the Obligor or any Restricted Subsidiary of the 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 to purchase property leased in such transaction or the Attributable Debt as determined by the Issuer in an Officers' Certificate delivered to the Trustee assets, provided that at the time of entering into such transaction (in either case adjusted to reflect the remaining term sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityObligor."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9The Obligor will not, the Issuer and will not permit any Significant Subsidiary to, enter into any Sale/arrangement with any Person pursuant to which the Obligor or any Significant Subsidiary leases any property that has been or is to be sold or transferred by the Obligor or the Significant Subsidiary to such Person (a “Sale and Leaseback Transaction”), except that a Sale and Leaseback Transaction unless (a) is permitted if the Issuer Obligor or such Significant Subsidiary would be entitled to incur Debt, in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction Indebtedness secured by a Lien lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, be leased (without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; (boutstanding Notes) since the date of the original issuance of the Senior Notes and within a period commencing six months prior to the effective date of such Sale/Leaseback Transaction and ending six months thereafter, the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) in an amount equal to all or a portion the present value of the net proceeds received from such transaction and lease payments with respect to the Issuer elects to designate term of the lease remaining on the date as of which the amount is being determined, discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually (such amount is referred to as the “Attributable Debt”). The foregoing shall not apply to: (a) temporary leases for a credit against term, including renewals at the application option of the restrictions set forth in Section 3.8 above to such transaction lessee, of not more than three years; (with any such amount not being so designated to be applied as set forth in b) leases between only the Obligor and a Subsidiary of the Obligor or only between Subsidiaries of the Obligor; (c) below); or leases where the proceeds are at least equal to the fair market value (cas determined by the Obligor’s board of directors) of the Issuer, during or immediately property and the Obligor applies within 180 days after the expiration sale 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 or transfer of the property leased in such transaction or the Attributable Debt as determined associated with the property to the retirement of long-term secured Indebtedness; and (d) leases of property executed by the Issuer in an Officers' Certificate delivered to the Trustee at the time of entering into such transaction (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (b) above)of, less an amount equal to the principal amount of the Senior Notes delivered or within 12 months after the date latest of, the acquisition, the completion of such arrangement to construction or improvement, or the Trustee for retirement and cancellation and excluding retirements commencement of Senior Notes and any Senior Secured Indebtedness as a result commercial operation of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturitythe property."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9(a) The Company shall not directly or indirectly, the Issuer will and shall not permit any of its Subsidiaries that owns a Principal Property to, directly or indirectly, enter into any Sale/Leaseback Transaction unless for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (ai) such transaction was entered into prior to the Closing Date; (ii) such transaction was for the sale and leasing back to the Company or one of its Subsidiaries of any property by the Company or one of its Subsidiaries and the direct or indirect proceeds of the sale of such Principal Property to be leased are at least equal to their fair value, as determined by the Board of Directors; (iii) the Issuer Company would be entitled to incur Debt, in indebtedness secured by a principal amount equal to the Attributable Debt Lien with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, without equally and ratably securing the Outstanding Senior Notes Securities pursuant to Section 3.8 above; 4.07(b); (biv) since such transaction is for the date sale of the original issuance of the Senior Notes any property to, and within a period commencing six months prior leasing back to the effective date Company or one of such Sale/Leaseback Transaction and ending six months thereafterits Subsidiaries from, an industrial development authority or municipal equivalent thereof; or (v) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) Company applies an amount equal to all or a portion of the net proceeds received from the sale of such transaction and property (which shall be at least equal to their fair value, as determined by the Issuer elects Board of Directors) to designate such amount as a credit against the application purchase of other property or assets used or useful in the business of the restrictions set forth in Section 3.8 above Company or its Subsidiaries or to such transaction (with any such amount not being so designated to be applied as set forth in (c) below); the retirement of long-term indebtedness within 365 days before or (c) the Issuer, during or immediately after the expiration of the 12 months after the effective date of any such Sale/Leaseback Transaction; provided that, applies in lieu of applying such amount to the voluntary defeasance or retirement of long-term indebtedness, the Senior Notes and any of its other Senior Secured Indebtedness an amount equal to the greater of the net proceeds of the sale 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 Trustee at the time of entering into such transaction Company may deliver Securities (in either case adjusted to reflect the remaining term of the lease and any amount utilized by the Issuer as set forth in (bincluding Additional Securities, if any) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement cancellation, such Securities to be credited at the cost thereof to it. (b) Notwithstanding the restrictions set forth in the preceding paragraph, the Company and cancellation and excluding retirements its Subsidiaries may enter into any Sale/Leaseback Transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of Senior Notes and any Senior Secured all Attributable Debt with respect to such transactions, together with all Indebtedness as a result of conversions or outstanding pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturitySection 4.07(b), does not exceed 15% of the Consolidated Net Tangible Assets of the Company calculated as of the closing date of the Sale/Leaseback Transaction."

Limitation on Sale/Leaseback Transactions. Except as otherwise provided in this Section 3.9, the Issuer will not enter into any Sale/Leaseback Transaction unless (a) The Company will not, and will not permit, any Subsidiary to, sell or transfer, directly or indirectly, except to the Issuer Company or a Subsidiary, a Principal Property 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 Company or any Subsidiary may sell a Principal Property and lease it back for a longer period (i) if the Company or such Subsidiary would be entitled entitled, pursuant to incur DebtSection 3.2, to create a mortgage on the property to be leased securing Debt in a principal an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 3.8 above, sale and lease-back transaction without equally and ratably securing the Outstanding Senior Notes pursuant to Section 3.8 above; outstanding Securities or (bii) since if (A) the date Company promptly informs the Trustee of such transactions, (B) the original issuance net proceeds of the Senior Notes and within a period commencing six months prior such transaction are at least equal to the effective date fair value (as determined by a Board Resolution) of such Sale/Leaseback Transaction property and ending six months thereafter, (C) the Issuer has expended or will expend for any property (including amounts expended for the acquisition, and for additions, alterations, improvements and repairs thereto) Company 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 to the retirement (whether by redemption, cancellation after open-market purchases, or transfer otherwise), within 120 days after receipt of such proceeds, of Funded Debt having an outstanding principal amount equal to the property leased net proceeds. (b) Notwithstanding the foregoing paragraph (a), the Company or any Subsidiary may enter into sale and lease-back transactions in such transaction or the Attributable Debt as determined addition to those permitted by the Issuer in an Officers' Certificate delivered foregoing paragraph (a), and without any obligation to the Trustee at retire any outstanding Funded Debt; provided that a the time of entering into such transaction (in either case adjusted to reflect the remaining term sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 10% of the lease and any amount utilized by the Issuer as set forth in (b) above), less an amount equal to the principal amount of the Senior Notes delivered within 12 months after the date of such arrangement to the Trustee for retirement and cancellation and excluding retirements of Senior Notes and any Senior Secured Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturityConsolidated Net Tangible Assets."