Common use of Limitations on Sale and Lease-Back Transactions Clause in Contracts

Limitations on Sale and Lease-Back Transactions. (a) The Company shall not, nor shall it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a); or (2) the Company shall apply an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The So long as the Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company shall not, nor shall it permit any Restricted Subsidiary to, may not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease Operating Property (except for leases for a term term, including any renewal or potential renewal, of not more than three years 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or any such transaction between development of the Company and a Restricted Subsidiary Operating Property or between Restricted Subsidiariesthe placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, unless: altered or improved. This restriction will not apply if (1a) the Company or such Restricted Subsidiary would be entitled pursuant to incur indebtedness Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Principal Operating Property involved in such transaction at least equal in amount without equally and ratably securing the Notes, (b) after giving effect to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing pursuant to Section 3.01(b) above, the Notes as described in Section 4.02(aCompany could incur, at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a); ), or (2c) the Company shall apply applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of the Operating Property so leased), and, otherwise, an amount equal to the greater fair value (as determined by the Board of Directors of the net proceeds Company) of the Operating Property so leased to the retirement of Notes or other Debt of the Company ranking equally with the Notes; provided, however, that any such sale retirement of Notes shall be in accordance with the terms and provisions of the Indenture and the Notes; provided, further, that the amount to be applied to such retirement of Notes or other Debt shall be reduced by an amount equal to the Attributable Debt sum of (a) an amount equal to the redemption price with respect to Notes delivered within such Sale one hundred eighty (180)-day period to the Trustee for retirement and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. cancellation and (b) Notwithstanding the restrictions outlined principal amount, plus any premium or fee paid in clause (a) above, connection with any redemption in accordance with the terms of other Debt voluntarily retired by the Company within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or any Restricted Subsidiary shall be permitted to enter into Sale prepayment provisions and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such datepayments at maturity.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall Issuer will not, nor shall it and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement with any Person providing for the lease by the Issuer or a Subsidiary of the Issuer of any Principal Property, acquired or placed into service more than 180 days prior to such arrangement (except for leases of three years or less), whereby such property has been or is to be sold or transferred by the Issuer or any Subsidiary of the Issuer to such Person (herein referred to as a “Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted SubsidiariesTransaction”), unless: : (1a) the Company Issuer or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back Transaction, be entitled to incur indebtedness Indebtedness secured by a Lien mortgage on the such Principal Property involved to be leased in such transaction a principal amount at least equal in amount to the Attributable Debt with in respect of such transaction without equally and ratably securing the Notes pursuant to Section 4.10 hereof; or (b) the Issuer shall covenant that it will apply an amount equal to the net proceeds from the sale of the Principal Property so leased to the retirement (other than any mandatory retirement) of its Funded Indebtedness within 90 days of the effective date of any such Sale and Lease-Back Transaction, without equally and ratably securing provided that the Notes as described in Section 4.02(a); or amount to be applied to the retirement of Funded Indebtedness of the Issuer shall be reduced by (2i) the Company shall apply an principal amount equal of any Notes delivered by the Issuer to the greater of the net proceeds of such sale or the Attributable Debt with respect to Trustee within 90 days after such Sale and Lease-Back Transaction within 365 days of such sale to either for retirement and cancellation, and (or a combination ofii) the retirement (principal amount of Funded Indebtedness, other than mandatory retirementNotes, mandatory prepayment or sinking fund payment or voluntarily retired by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of Issuer within 90 days following such indebtedness or the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions Transaction, and provided, further, that the covenant contained in this Section 4.11 shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section 4.11, Attributable Debt with respect to any Sale and Lease-Back Transaction if: (A) such Sale and Lease-Back Transaction is entered into in connection with transactions which would otherwise be subject to are part of an industrial development or pollution control financing, or (B) the only parties involved in such restrictions, without applying Sale and Lease-Back Transaction are the net proceeds of such transactions in the manner set forth in clause (2) Issuer and any Subsidiary or Subsidiaries of the preceding paragraphIssuer. Notwithstanding these restrictions on Sale and Lease-Back Transactions, provided that the Issuer and its Subsidiaries may enter into, create, assume and suffer to exist Sale and Lease-Back Transactions, not otherwise permitted hereby, if at the time of, and after giving effect theretoto, such Sale and Lease-Back Transactions, the aggregate amount total consolidated Attributable Debt of the Issuer and its Subsidiaries in respect of such sale Sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1mortgages incurred pursuant to Section 4.10(y) through (11) under Section 4.02(a)hereof, does not exceed the greater of $1,000 million or 1510% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateIssuer.”

Limitations on Sale and Lease-Back Transactions. (a) The So long as the Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company shall not, nor shall it permit any Restricted Subsidiary to, may not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease Operating Property (except for leases for a term term, including any renewal or potential renewal, of not more than three years 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or any such transaction between development of the Company and a Restricted Subsidiary Operating Property or between Restricted Subsidiariesthe placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, unless: altered or improved. This restriction will not apply if (1a) the Company or such Restricted Subsidiary would be entitled pursuant to incur indebtedness Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Principal Operating Property involved in such transaction at least equal in amount without equally and ratably securing the Notes, (b) after giving effect to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing pursuant to Section 3.01(b) above, the Notes as described in Section 4.02(aCompany could incur at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a); ), or (2c) the Company shall apply applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of the Operating Property so leased), and, otherwise, an amount equal to the greater fair value (as determined by the Board of Directors of the net proceeds Company) of the Operating Property so leased to the retirement of Notes or other Debt of the Company ranking equally with the Notes; provided, however, that any such sale retirement of Notes shall be in accordance with the terms and provisions of the Indenture and the Notes; provided, further, that the amount to be applied to such retirement of Notes or other Debt shall be reduced by an amount equal to the Attributable Debt sum of (a) an amount equal to the redemption price with respect to Notes delivered within such Sale one hundred eighty (180)-day period to the Trustee for retirement and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. cancellation and (b) Notwithstanding the restrictions outlined principal amount, plus any premium or fee paid in clause (a) above, connection with any redemption in accordance with the terms of other Debt voluntarily retired by the Company within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or any Restricted Subsidiary shall be permitted to enter into Sale prepayment provisions and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such datepayments at Stated Maturity.

Limitations on Sale and Lease-Back Transactions. (a) The So long as the Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company shall not, nor shall it permit any Restricted Subsidiary to, may not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease Operating Property (except for leases for a term term, including any renewal or potential renewal, of not more than three years 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or any such transaction between development of the Company and a Restricted Subsidiary Operating Property or between Restricted Subsidiariesthe placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, unless: altered or improved. This restriction will not apply if (1a) the Company or such Restricted Subsidiary would be entitled pursuant to incur indebtedness Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Principal Operating Property involved in such transaction at least equal in amount without equally and ratably securing the Notes, (b) after giving effect to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing pursuant to Section 3.01(b) above, the Notes as described in Section 4.02(aCompany could incur, at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a); ), or (2c) the Company shall apply applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of the Operating Property so leased), and, otherwise, an amount equal to the greater fair value (as determined by the Board of Directors of the net proceeds Company) of the Operating Property so leased to the retirement of Notes or other Debt of the Company ranking equally with the Notes; provided, however, that any such sale retirement of Notes shall be in accordance with the terms and provisions of the Indenture and the Notes; provided, further, that the amount to be applied to such retirement of Notes or other Debt shall be reduced by an amount equal to the Attributable Debt sum of (a) an amount equal to the redemption price with respect to Notes delivered within such Sale one hundred eighty (180)-day period to the Trustee for retirement and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. cancellation and (b) Notwithstanding the restrictions outlined principal amount, plus any premium or fee paid in clause (a) above, connection with any redemption in accordance with the terms of other Debt voluntarily retired by the Company within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or any Restricted Subsidiary shall be permitted to enter into Sale prepayment provisions and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such datepayments at Stated Maturity.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall not, nor and shall it not permit any Restricted Subsidiary of its Significant Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than (x) any such transaction Sale and Lease-Back Transaction with respect to (i) the land, improvements, fixtures and buildings located at 000 Xxxx Xxxxxxx Xxxxxxxxx and 000 X. XxXxxxx St. (formerly part of 000 Xxxx Xxxxxxx Xxxxxxxxx) in Chicago, (ii) the land, improvements, fixtures and buildings located at Xxx Xxxxx Xxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 or (iii) the land, improvements, fixtures and buildings comprising the data center located in Aurora, Illinois and any additional data center facility that the Company or any Significant Subsidiary acquires or leases after the Issue Date (excluding any data center facility (other than the data center located in Aurora, Illinois) that the Company or any Significant Subsidiary owns or leases as of the Issue Date), (y) any such Sale and Lease-Back Transaction involving a lease for a term of not more than three years or (z) any such transaction Sale and Lease-Back Transaction between the Company and a Restricted Subsidiary one of its Subsidiaries or between Restricted its Subsidiaries, unless: : (1a) the Company or such Restricted Subsidiary would be entitled to incur indebtedness Significant Subsidiary, as applicable, could have incurred Indebtedness secured by a Lien on the Principal Property involved in such transaction Sale and Lease-Back Transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Notes, pursuant to Section 4.02(a)3.1 hereof; or or (2b) the proceeds of such Sale and Lease-Back Transaction are at least equal to the fair market value of the affected Principal Property (as determined in good faith by the Company’s Board of Directors) and the Company shall apply applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale Sale and Lease-Back Transaction to either any (or a combination combination) of: (i) the prepayment or retirement of the Notes, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money other Indebtedness of the Company or a Restricted Subsidiary of one of its Subsidiaries (other than Indebtedness that is subordinated to the Notes or Indebtedness owed to the Company or one of its Subsidiaries) that matures more than 12 months after the creation of such indebtedness or its creation; or (iii) the purchase, construction construction, development, expansion or development improvement of other comparable property. (b) . Notwithstanding the restrictions outlined in clause (a) aboveforegoing, the Company or any Restricted Subsidiary and its Significant Subsidiaries shall be permitted allowed to enter into any Sale and Lease-Back Transaction if, after giving pro forma effect to such Sale and Lease-Back Transaction, the sum of (without duplication) (i) the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries secured by Liens (other than Permitted Liens) and (ii) all Attributable Debt in respect of Sale and Lease-Back Transactions which would not otherwise be subject to such restrictions, without applying permitted under the net proceeds first sentence of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under this Section 4.02(a)3.2, does not exceed the greater of $1,000 million or 15% fifteen percent of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateAssets.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall Issuer will not, nor shall it and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement with any Person providing for the lease by the Issuer or a Subsidiary of the Issuer of any Principal Property, acquired or placed into service more than 180 days prior to such arrangement (except for leases of three years or less), whereby such property has been or is to be sold or transferred by the Issuer or any Subsidiary of the Issuer to such Person (herein referred to as a “Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted SubsidiariesTransaction”), unless: : (1a) the Company Issuer or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back Transaction, be entitled to incur indebtedness Indebtedness secured by a Lien mortgage on the such Principal Property involved to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such transaction without equally and ratably securing the Notes pursuant to Section 4.09 hereof; or (b) the Issuer shall covenant that it will apply an amount equal to the net proceeds from the sale of the Principal Property so leased to the retirement (other than any mandatory retirement) of its Funded Indebtedness within 90 days of the effective date of any such Sale and Lease-Back Transaction, without equally and ratably securing provided that the Notes as described in Section 4.02(a); or amount to be applied to the retirement of Funded Indebtedness of the Issuer shall be reduced by (2i) the Company shall apply an principal amount equal of any Notes delivered by the Issuer to the greater of the net proceeds of such sale or the Attributable Debt with respect to Trustee within 90 days after such Sale and Lease-Back Transaction within 365 days of such sale to either for retirement and cancellation, and (or a combination ofii) the retirement (principal amount of Funded Indebtedness, other than mandatory retirementNotes, mandatory prepayment or sinking fund payment or voluntarily retired by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of Issuer within 90 days following such indebtedness or the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions Transaction, and provided, further, that the covenant contained in this Section 4.10 shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section 4.10, Attributable Debt with respect to any Sale and Lease-Back Transaction if: (A) such Sale and Lease-Back Transaction is entered into in connection with transactions which would otherwise be subject to are part of an industrial development or pollution control financing, or (B) the only parties involved in such restrictions, without applying Sale and Lease-Back Transaction are the net proceeds of such transactions in the manner set forth in clause (2) Issuer and any Subsidiary or Subsidiaries of the preceding paragraphIssuer. Notwithstanding these restrictions on Sale and Lease-Back Transactions, provided that the Issuer and its Subsidiaries may enter into, create, assume and suffer to exist Sale and Lease-Back Transactions, not otherwise permitted hereby, if at the time of, and after giving effect theretoto, such Sale and Lease-Back Transactions, the aggregate amount total consolidated Attributable Debt of the Issuer and its Subsidiaries in respect of such sale Sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1mortgages incurred pursuant to Section 4.09(y) through (11) under Section 4.02(a)hereof, does not exceed the greater of $1,000 million or 1510% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateIssuer.”

Limitations on Sale and Lease-Back Transactions. (a) The Company agrees that it shall not, nor shall it permit allow any Restricted Subsidiary to, enter into into, any Sale and Lease-Back Transaction with respect to any Principal Property, other than any unless at the effective time of such transaction involving transaction: (1) such Sale and Lease-Back Transaction occurs within 12 months from the date of the acquisition of the Principal Property subject thereto or the date of the completion of construction or commencement of full operations of such Principal Property (whichever is later); (2) such Sale and Lease-Back Transaction involves a lease for a term of not more than three years or any years; (3) such transaction Sale and Lease-Back Transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: ; (14) the Company or such the Restricted Subsidiary would be entitled entitled, pursuant to Section 4.05 (other than clause (7) thereof), without equally and ratably securing the Securities, to incur indebtedness Debt secured by a Lien on the Principal Property involved in such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a); or or (25) the Company shall apply or such Restricted Subsidiary, within 12 months after the effective date of such Sale and Lease-Back Transaction, applies or causes to be applied an amount equal to the greater of the net proceeds of such sale or not less than the Attributable Debt with respect to from such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) (x) the prepayment, repayment, redemption, reduction or retirement (other than any mandatory retirementprepayment, mandatory prepayment repayment, mandatory redemption or sinking fund payment or by a payment at maturity) of debt Debt of the Company or any Restricted Subsidiary (other than Debt that is subordinate to the Securities or Debt to the Company or a Restricted Subsidiary) or (y) expenditures for borrowed money the acquisition, construction, development or expansion of Principal Property used or to be used in the ordinary course of business of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable propertySubsidiary. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall covenants that it will not, nor shall will it permit any allow the Restricted Subsidiary Subsidiaries to, enter into into, any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a one of the Restricted Subsidiary Subsidiaries or between Restricted Subsidiaries, unless: unless at the effective time of such transaction: (1) the Company or such the Restricted Subsidiary would be entitled entitled, pursuant to the covenant relating to Limitation on Liens set forth in Section 4.01, without equally and ratably securing the Notes of each series, to incur indebtedness Debt secured by a Lien on the Principal Property involved in such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a); or or (2) the Company shall apply or the Restricted Subsidiary applies, within 180 days of the effective date of the Sale and Lease-Back Transaction, an amount equal to the greater of (i) the net proceeds of such sale or (ii) the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale Transaction, to either (either, or a combination of, (x) the retirement (prepayment or retirement, other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) Maturity, of debt for borrowed money of the Company or a Restricted Subsidiary Subsidiary, other than debt subordinate to the Notes of each series or debt to the Company or a Restricted Subsidiary, that matures more than 12 months after the its creation of such indebtedness or (y) the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall will not, nor shall will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien mortgage on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Securities, pursuant to Section 4.02(a)1008; or (2) the Company shall apply an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 180 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. (b) . Notwithstanding the restrictions outlined in clause (a) abovethe preceding paragraph, the Company or any Restricted Subsidiary shall will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraphabove, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a)1008, does not exceed the greater of $1,000 500 million or 1510% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The While the Securities remain outstanding, the Company shall not, nor shall may it permit any Restricted Principal Subsidiary to, enter into any Sale and Leaseengage in a Sale-Back Leaseback Transaction, unless: (a) the Sale-Leaseback Transaction with respect to any occurs within one year from the date of acquisition of the Principal Property subject thereto or the date of the completion of construction or commencement of full operations on such Principal Property, other than whichever is later, and the Company shall have elected to designate, as a credit against (but not exceeding) the purchase price or cost of construction of such Principal Property, an amount equal to all or a portion of the net sale proceeds from such Sale-Leaseback Transaction (with any such transaction involving a lease for a term of amount not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: being so designated to be applied as set forth in clause (1c) below); (b) the Company or such Restricted Principal Subsidiary would be entitled to incur indebtedness Debt secured by a Lien on the Principal Property involved subject to the Sale-Leaseback Transaction in such transaction at least a principal amount equal in amount to or exceeding the Attributable Debt with respect to such Sale and LeaseSale-Back Transaction, Leaseback Transaction without equally and ratably securing the Notes as described in Section 4.02(a)Securities; or (c) the Company or such Principal Subsidiary, within a 270-day period after such Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the net sale proceeds from such Sale-Leaseback Transaction to (1) the prepayment, repayment, redemption or retirement of any unsubordinated Debt of the Company or any Subsidiary of the Company or (2) the Company shall apply an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable propertyinvestment in another Principal Property. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Thirteenth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Thirteenth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Thirteenth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Thirteenth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The If the terms of a particular series of Securities so provide, so long as any Securities of such series remain Outstanding, the Company shall will not, nor shall will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction direct or indirect arrangement with respect any person that provides for the leasing to the Company or any Restricted Subsidiary of any Principal Property, other than any such transaction involving a lease Property (except for leases for a term of not more than three years or any such transaction and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person (such arrangement herein in this Section 1009 referred to as a "Sale and Lease-Back"), unless: : (1) the Company or such Restricted Subsidiary would be entitled entitled, pursuant to incur indebtedness the provisions of Section 1008, to issue, incur, create, assume or guarantee Debt secured by a Lien on the Principal Property involved in mortgage upon such transaction property at least equal in amount to the Attributable Debt with in respect to of such Sale and Lease-Back Transaction, without equally and ratably securing the Notes Securities of such series Outstanding; provided, however, that from and after the date on which such Sale and Lease-Back becomes effective the Attributable Debt in respect of such Sale and Lease-Back shall be deemed for all purposes under Section 1008 and this Section 1009 to be Debt subject to the provisions of Section 1008 (including, to the extent relying on the provisions of Section 1008(b), for purposes of calculating Exempted Secured Debt as described provided in Section 4.02(a1008(b)); or or (2) within 180 days of the effective date of such Sale and Lease-Back, the Company shall apply an amount in cash equal to the greater of the net proceeds of such the sale or the Attributable Debt with respect to involved in such Sale and Lease-Back Transaction within 365 days or the Attributable Debt in respect of such sale to Sale and Lease-Back either (or a combination of) (i) to the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a way of payment at maturity) ), of debt for borrowed money Debt of the Company or a any Restricted Subsidiary that (other than Debt owed by the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary or Debt which is subordinate to Securities of such series Outstanding) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than 12 twelve months after the date of the creation of such indebtedness Debt, or (ii) to the purchase, construction or development (or any combination thereof) of other comparable property. (b) Notwithstanding For the restrictions outlined in clause (a) abovepurposes of this Section 1009, the Company or any Restricted Subsidiary shall be permitted term "Attributable Debt" with respect to enter into a Sale and Lease-Back Transactions which would otherwise be subject to such restrictionsinvolving a Principal Property means, without applying at the net proceeds time of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect theretodetermination, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.lesser of:

Limitations on Sale and Lease-Back Transactions. (a) The Company shall Companies and Parent will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal PropertyTransaction, other than any such transaction involving a lease for a term of not more than three years or any such transaction solely between the Company and Companies, Parent and/or a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company Companies, Parent or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien mortgage on the Principal Property assets involved in such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Notes as described in Securities pursuant to Section 4.02(a)1008; or (2) the Company Companies or Parent shall apply an amount equal to the greater of the net proceeds of such sale or and the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company Companies, Parent or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness Sale and Lease-Back Transaction or the purchase, construction or development of other comparable property. (b) . Notwithstanding the restrictions outlined in clause (a) abovethe immediately preceding paragraph, the Company or Companies, Parent and any Restricted Subsidiary shall will be permitted to enter into Sale and Lease-Back Transactions which that would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, above; provided that after giving effect thereto, the sum of the aggregate amount of outstanding Attributable Debt with respect to such sale Sale and Lease-Back Transactions, together with plus the aggregate amount of all outstanding Secured Debt not permitted by clauses (1) through (119) under Section 4.02(a)1008, does not exceed the greater of $1,000 million 475,000,000 or 1510% of Consolidated Net Tangible Total Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Fifteenth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Fifteenth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Fifteenth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Fifteenth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain outstanding, the Company shall will not, nor shall will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction direct or indirect arrangement with respect any person that provides for the leasing to the Company or any Restricted Subsidiary of any Principal Property, other than any such transaction involving a lease Property (except for leases for a term of not more than three years or any such transaction and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person (such arrangement herein in this Section 1009 referred to as a "Sale and Lease-Back"), unless: : (1) the Company or such Restricted Subsidiary would be entitled entitled, pursuant to incur indebtedness the provisions of Section 1008, to issue, incur, create, assume or guarantee Debt secured by a Lien on the Principal Property involved in mortgage upon such transaction property at least equal in amount to the Attributable Debt with in respect to of such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a); or (2) the Company shall apply an amount equal to the greater of the net proceeds Securities of such sale or series Outstanding; provided, however, that from and after the Attributable Debt with respect to date on which such Sale and Lease-Back Transaction becomes effective the Attributable Debt in respect of such Sale and Lease-Back shall be deemed for all purposes under Section 1008 and this Section 1009 to be Debt subject to the provisions of Section 1008 (including, without limitation, for purposes of calculating Exempted Secured Debt as provided in Section 1008(b)); or (2) within 365 180 days of the effective date of such sale to either Sale and Lease- Back, the (or a combination ofi) the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a way of payment at maturity) ), of debt for borrowed money of the Company or a any Restricted Subsidiary that (other than Debt owed by the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary or Debt which is subordinate to Securities of such series Outstanding) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than 12 twelve months after the date of the creation of such indebtedness Debt, or (ii) to the purchase, construction or development (or any combination thereof) of other comparable property. (b) Notwithstanding For the restrictions outlined in clause (a) abovepurposes of this Section 1009, the Company or any Restricted Subsidiary shall be permitted term "Attributable Debt" with respect to enter into a Sale and Lease-Back Transactions which would otherwise be subject to such restrictionsinvolving a Principal Property means, without applying at the net proceeds time of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect theretodetermination, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.lesser of:

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Fourteenth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such arrangement involving a lease for a term, including renewal rights, for not more than 3 years and leases between -21- the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: (a) the Company or such Restricted Subsidiary would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur Indebtedness secured by a lien on the Operating Property or Operating Asset to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Fourteenth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Fourteenth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Fourteenth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall be reduced in an amount equal to the principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving Operating Asset or Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a); or (2) the Company shall apply an amount equal to the greater of the net proceeds of such sale or the Attributable Debt binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain Outstanding, the Company shall will not, nor shall will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between unless (a) the assets subject to the Sale and Lease-back Transaction have not been owned by the Company and or a Restricted Subsidiary or between Restricted Subsidiaries, unless: have not been in full operation for more than one year prior to the Sale and Lease-back Transaction or (1b) the Company or such Restricted Subsidiary would be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Property involved such assets in such transaction an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Notes as described in Securities of such series pursuant to Section 4.02(a); 10.10 or (2c) the Company shall apply an amount equal to Company, within 180 days after the greater effective date of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days Transaction, applies an amount equal to the value of such sale assets to either (the defeasance or a combination of) the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a way of payment at maturity) of debt for borrowed money Securities or other Indebtedness of the Company or a Restricted Subsidiary that matures more than 12 months one year after the creation of such indebtedness Indebtedness or to the purchase, construction or development of other comparable property. property or (bd) the transaction is between the Company and one of its Restricted Subsidiaries. Notwithstanding the restrictions outlined in clause (a) aboveforegoing, the Company or any and its Restricted Subsidiary Subsidiaries shall be permitted allowed to enter into Sale and Lease-Back back Transactions which would otherwise be if, after giving pro forma effect to such Sale and Lease-back Transaction (and the receipt and application of proceeds thereof) the sum of (without duplication) (i) the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries secured by liens (other than Permitted Liens) upon the assets of the Company or any Restricted Subsidiary or, if less, the fair market value of the property subject to such restrictionslien, without applying as determined in good faith by the net proceeds Board of such transactions Directors and (ii) all Attributable Debt in the manner set forth in clause (2) respect of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale Sale and Lease-Back TransactionsTransactions not otherwise permitted under the first sentence of this Section 10.11, together with at the aggregate amount time of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), determination does not exceed the greater of $1,000 million or 15% fifteen percent of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateWorth.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall covenants and agrees that so long as any Securities of such series remains outstanding, it will not, nor shall it and the Company will not permit any Restricted Subsidiary to, enter into any arrangement with any Person (other than the Company or a Subsidiary), providing for the leasing to the Company or a Subsidiary of any assets which have been or are to be sold or transferred by the Company or such Subsidiary to such Person (a "Sale and Lease-Back Transaction with respect to any Principal Property, other than any Transaction") unless; (a) such transaction involving involves a lease for a term of temporary period not more than to exceed three years or any years; (b) such transaction is between the Company or a Subsidiary and a Restricted Subsidiary or between Restricted Subsidiaries, unless: an affiliate of the Company; (1c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness debt secured by a Lien on the Principal Property assets or property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as Securities, pursuant to the limitation on Liens described in Section 4.02(a)above; or (2d) such transaction is entered into within 90 days after the initial acquisition by the Company shall apply an amount equal to the greater of the net proceeds of such sale assets or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be property subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause transaction; (2e) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such sale Sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), Transactions does not exceed the greater of $1,000 million or 1510% of Consolidated Net Tangible Assets Assets; or (f) the Company or a Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Company or such Subsidiary, applies in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the assets so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company as most recently determined on or prior such Subsidiary), (i) to the retirement of debt, incurred or assumed by the Company or a Subsidiary, which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such datedebt or (ii) to investment in any assets of the Company or any Subsidiary.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall covenants that it will not, nor shall will it permit any allow the Restricted Subsidiary Subsidiaries to, enter into into, any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a one of the Restricted Subsidiary Subsidiaries or between Restricted Subsidiaries, unless: unless at the effective time of such transaction: (1) the Company or such the Restricted Subsidiary would be entitled entitled, pursuant to the covenant relating to Limitation on Liens set forth in Section 4.01, without equally and ratably securing the Notes, to incur indebtedness Debt secured by a Lien on the Principal Property involved in such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a); or or (2) the Company shall apply or the Restricted Subsidiary applies, within 180 days of the effective date of the Sale and Lease-Back Transaction, an amount equal to the greater of (i) the net proceeds of such sale or (ii) the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale Transaction, to either (either, or a combination of, (x) the retirement (prepayment or retirement, other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) Maturity, of debt for borrowed money of the Company or a Restricted Subsidiary Subsidiary, other than debt subordinate to the Notes or debt to the Company or a Restricted Subsidiary, that matures more than 12 months after the its creation of such indebtedness or (y) the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall covenants and agrees that so long as any Securities of such series remains outstanding, it will not, nor shall it and the Company will not permit any Restricted Subsidiary to, enter into any arrangement with any Person (other than the Company or a Subsidiary), providing for the leasing to the Company or a Subsidiary of any assets which have been or are to be sold or transferred by the Company or such Subsidiary to such Person (a "Sale and Lease-Back Transaction with respect to any Principal Property, other than any Transaction") unless; (a) such transaction involving involves a lease for a term of temporary period not more than to exceed three years or any years; (b) such transaction 62 70 is between the Company or a Subsidiary and a Restricted Subsidiary or between Restricted Subsidiaries, unless: an affiliate of the Company; (1c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness debt secured by a Lien on the Principal Property assets or property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as Securities, pursuant to the limitation on Liens described in Section 4.02(a)above; or (2d) such transaction is entered into within 90 days after the initial acquisition by the Company shall apply an amount equal to the greater of the net proceeds of such sale assets or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be property subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause transaction; (2e) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such sale Sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), Transactions does not exceed the greater of $1,000 million or 1510% of Consolidated Net Tangible Assets Assets; or (f) the Company or a Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Company or such Subsidiary, applies in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the assets so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Company as most recently determined on or prior such Subsidiary), (i) to the retirement of debt, incurred or assumed by the Company or a Subsidiary, which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such datedebt or (ii) to investment in any assets of the Company or any Subsidiary.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Tenth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Tenth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Tenth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Tenth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The Company agrees that it shall not, nor shall it permit allow any Restricted Subsidiary to, enter into into, any Sale and Lease-Back Transaction with respect to any Principal Property, other than any unless at the effective time of such transaction involving transaction: (1) such Sale and Lease-Back Transaction occurs within 12 months from the date of the acquisition of the Principal Property subject thereto or the date of the completion of construction or commencement of full operations of such Principal Property (whichever is later); (2) such Sale and Lease-Back Transaction involves a lease for a term of not more than three years or any years; (3) such transaction Sale and Lease-Back Transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: ; (14) the Company or such the Restricted Subsidiary would be entitled entitled, pursuant to Section 4.05 (other than clause (7) thereof), without equally and ratably securing the Securities, to incur indebtedness Debt secured by a Lien on the Principal Property involved in such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a); or or (25) the Company shall apply or such Restricted Subsidiary, within 12 months after the effective date of such Sale and Lease-Back Transaction, applies or causes to be applied an amount equal to the greater of the net proceeds of such sale or not less than the Attributable Debt with respect to from such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) (x) the prepayment, repayment, redemption, reduction or retirement (other than any mandatory retirementprepayment, mandatory prepayment repayment, mandatory redemption or sinking fund payment or by a payment at maturity) of debt Debt of the Company or any Restricted Subsidiary (other than Debt that is subordinate to the Securities or Debt to the Company or a Restricted Subsidiary) or (y) expenditures for borrowed money the acquisition, construction, development or expansion of Principal Property used or to be used in the ordinary course of business of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable propertySubsidiary. (b) Notwithstanding The term "Sale and Lease-Back Transaction" means any arrangement with any Person providing for the restrictions outlined in clause (a) above, leasing by the Company or any Restricted Subsidiary shall of any Principal Property, whether owned at the date of this Indenture or thereafter acquired (excluding temporary leases of a term, including renewal periods, of not more than three years), that has been or is to be permitted sold or transferred by the Company or any Restricted Subsidiary to enter into such Person with the intention of taking back a lease of the property. The term "Attributable Debt" means, in respect of a Sale and Lease-Back Transactions which would otherwise be subject to such restrictionsTransaction, without applying at the net proceeds time of such transactions determination, the present value (discounted at the rate set forth or implicit in the manner set forth terms of the lease included in clause (2the transaction, as determined in good faith by a principal accounting officer of the Company) of the preceding paragraphobligation of the lessee for rental payments during the remaining term of the lease included in such transaction, provided that after giving effect theretoincluding any period for which such lease has been extended or may, at the aggregate amount option of the lessor, be extended or, if earlier, until the earliest date of which the lessee may terminate such sale and Lease-Back Transactions, together with lease upon payment of a penalty (in which case the aggregate amount obligation of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(athe lessee for rental payments will include such penalty), does not exceed the greater after excluding all amounts required to be paid on account of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such datemaintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall not, nor shall it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, other than any whether such transaction involving a lease Principal Property is now owned or hereafter acquired (except for (1) temporary leases for a term term, including renewals at the option of the lessee, of not more than three years or any such transaction and (2) leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Leaseback Transaction”) with the intention of taking back a lease of such property, unless: (1i) the Company or such Restricted Subsidiary would be entitled entitled, pursuant to incur the provisions of Section 3.02, to create, incur, issue, assume or guarantee indebtedness secured by a Lien on the upon such Principal Property involved in such transaction at least equal in amount to the Attributable Debt with in respect to of such Sale and Lease-Back Transaction, arrangement without equally and ratably securing the Notes Notes, provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes to be Secured Debt subject to the provisions of Section 3.02; (ii) since the original date of the Base Indenture and within a period of twelve months before and twelve months after the consummation of the Sale and Leaseback Transaction, the Company or any Restricted Subsidiaries, as the case may be, has expended or will expend for the Principal Property an amount equal to: (i) the net proceeds of the Sale and Leaseback Transaction and the Company elects to designate such amount as a credit against such Sale and Leaseback Transaction; or (ii) a part of the net proceeds of the Sale and Leaseback Transaction and the Company elects to designate such amount as a credit against such Sale and Leaseback Transaction and applies an amount equal to the remainder of the net proceeds as described in clause (iii) of this Section 4.02(a)3.03; or (iii) such Sale and Leaseback Transaction does not come within the exceptions provided in clause (i) of this Section 3.03 and the Company does not make the election permitted by clause (ii) of this Section 3.03 or (2) makes such election only as to a part of such net proceeds, in either of which events the Company shall apply an amount in cash equal to the greater Attributable Debt in respect of such arrangement (less any amount elected under clause (ii) of this Section 3.03) to the retirement, within 180 days of the net proceeds effective date of any such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days arrangement, of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt indebtedness for borrowed money of the Company or a any Restricted Subsidiary that (other than indebtedness of the Company, or indebtedness of a Guarantor, for borrowed money which is subordinated to the Notes or the Guarantees) which by its terms matures at or is extendible or renewable at the sole option of the obligor without requiring the consent of the obligees to a date more than 12 twelve months after the date of the creation of such indebtedness or the purchase, construction or development of other comparable property. for borrowed money (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall it being understood that such retirement may be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds made by prepayment of such transactions in the manner set forth in clause (2) of the preceding paragraphindebtedness for borrowed money, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not if permitted by clauses (1) through (11) under Section 4.02(a)the terms thereof, does not exceed as well as by payment at maturity, and that at the greater of $1,000 million or 15% of Consolidated Net Tangible Assets option of the Company as most recently determined on or prior and pursuant to the terms of the indenture, such dateindebtedness may include the Notes).

Limitations on Sale and Lease-Back Transactions. (a) The Company Corporation shall not, nor and shall it not permit any Restricted Subsidiary to, enter into any Sale and Leasea Sale-Back Transaction with respect to any Principal PropertyLeaseback Transaction, other than any such transaction involving a unless: (i) the lease for a term of not more than three years or any such transaction is between the Company Corporation and a Restricted Subsidiary or between Restricted Subsidiaries, unless: ; (1ii) the Company Corporation or such Restricted Subsidiary would be entitled entitled, pursuant to incur indebtedness secured by Section 4.1, to create a Lien on the Principal Property involved property to be leased securing Debt in such transaction an amount at least equal in amount to the Attributable Debt with in respect to such Sale and Leaseof the Sale-Back Transaction, Leaseback Transaction without equally and ratably securing the outstanding Notes as described in under Section 4.02(a); or 4.1; (2iii) the Company shall apply Corporation owns or acquires other property which will be made a Principal Property and is determined by the Board of Directors to have a fair value equal to or greater than the Attributable Debt incurred; (iv) within 270 days of the effective date of the lease, the Corporation makes Capital Expenditures with respect to a Principal Property in an amount at least equal to the greater amount of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either incurred; or (or a combination ofv) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company Corporation or a Restricted Subsidiary that matures more than 12 months after makes an optional prepayment in cash of its Debt or capital lease obligations at least equal in amount to the creation of such indebtedness or Attributable Debt for the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) abovelease, the Company prepayment is made within 270 days of the effective date of the lease, the Debt prepaid is not owned by the Corporation or a Restricted Subsidiary, the Debt prepaid is not subordinated in right of payment to any of the Notes, and the Debt prepaid was Long-Term Debt at the time it was created. In addition and notwithstanding the foregoing restrictions, the Corporation and any of its Restricted Subsidiary shall be permitted to Subsidiaries may, without securing the Notes of either Series, enter into Sale and Leasea Sale-Back Transactions which Leaseback Transaction that otherwise would otherwise be subject to such the foregoing restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, ; provided that after giving effect thereto, the aggregate amount of to such sale and LeaseSale-Back Transactions, together with Leaseback Transaction the aggregate amount of all Secured Debt not secured by Liens that otherwise would be prohibited by Section 4.1 (for the avoidance of doubt, excluding Debt secured by a Lien permitted by any of clauses (1i) through (11vi) under Section 4.02(athereof), does plus all Attributable Debt in respect of Sale-Leaseback Transactions that otherwise would be prohibited by this Section 4.2 would not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateAssets.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall the Guarantor will not, nor shall will it permit any Restricted Guarantor Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such Property (except for a transaction involving providing for a lease for a term term, including any renewal thereof, of not more than three years or any such years, except for a transaction between the Company Guarantor and a Restricted Guarantor Subsidiary or between Restricted SubsidiariesGuarantor Subsidiaries and except for any lease of property acquired after the date of the effectiveness of the Second Supplemental Indenture if the rent payable by the Guarantor or such Guarantor Subsidiary thereunder is to be reimbursed under a contract with the government of the United States or any instrumentality or agency thereof), unless: if the commitment by or on behalf of the purchaser is obtained more than 120 days after the later of (1i) the Company completion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such Principal Property or (ii) the placing in operation of such Principal Property or of such Principal Property as so substantially repaired or altered, constructed, developed or substantially improved, unless either (x) the Guarantor or such Restricted Guarantor Subsidiary would be entitled pursuant to incur indebtedness Section 8-2(a) to issue, assume or guarantee debt secured by a Lien mortgage on such Principal Property without equally and ratably securing the Guarantor's obligations under the Guarantee or (y) the Guarantor shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such Principal Property at the date of such sale or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by the Guarantor Board of Directors) of the Principal Property involved in such transaction at least equal in amount so leased to the Attributable Debt with respect to retirement, within 180 days after the effective date of such Sale and Lease-Back Transaction, without equally and ratably securing of Securities, Guarantor Securities or other indebtedness of the Notes as described in Section 4.02(a)Guarantor or a Guarantor Subsidiary; PROVIDED, HOWEVER, that the amount to be applied to any such retirement of Securities or (2) the Company Guarantor Securities shall apply be reduced by an amount equal to the greater sum of (A) an amount equal to the net proceeds principal amount of such sale Securities or Guarantor Securities delivered within 180 days after the Attributable Debt with respect to effective date of such Sale and Lease-Back Transaction within 365 days to the Trustee or the Guarantor Indenture Trustee, as the case may be, for retirement and cancellation (for purposes of making such sale calculation the principal amount of Original Issue Discount Securities so retired or cancelled shall mean the portion thereof that could have been declared due and payable pursuant to either Section 502 of the Guarantor Indenture at the time retired and cancelled) and (or a combination ofB) the retirement (other than mandatory retirementprincipal amount, mandatory prepayment plus any premium or sinking fund payment or by a payment at maturity) of debt for borrowed money of fee paid in connection with any redemption in accordance with the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchaseterms, construction or development of other comparable propertyindebtedness voluntarily retired by the Guarantor within such 180-day period, excluding retirements pursuant to prepayment provisions and payments at Maturity. (b) Notwithstanding the restrictions outlined in clause (a) aboveprovisions of Section 8-3(a), the Company Guarantor or any Restricted Guarantor Subsidiary shall be permitted to may enter into a Sale and Lease-Back Transactions Transaction which would otherwise be subject to such restrictions, without applying the net proceeds restrictions of such transactions in the manner set forth in clause (2Section 8-3(a) of the preceding paragraph, provided that after giving effect thereto, the so as to create an aggregate amount of such sale and Lease-Back Transactionsattributable debt which, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under indebtedness outstanding pursuant to Section 4.02(a8-2(b), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.and all attributable debt outstanding

Limitations on Sale and Lease-Back Transactions. (a) The Company shall not, nor shall it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, other than any whether such transaction involving a lease Principal Property is now owned or hereafter acquired (except for temporary leases for a term term, including renewals at the option of the lessee, of not more than three years or any such transaction and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Leaseback Transaction”) with the intention of taking back a lease of such property, unless: (1i) the Company or such Restricted Subsidiary would be entitled entitled, pursuant to incur the provisions of Section 3.02, to create, incur, issue, assume or guarantee indebtedness secured by a Lien on the upon such Principal Property involved in such transaction at least equal in amount to the Attributable Debt with in respect to of such Sale and Lease-Back Transaction, arrangement without equally and ratably securing the Notes Notes, provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes to be Secured Debt subject to the provisions of Section 3.02; (ii) Since the date hereof and within a period of twelve months before and twelve months after the consummation of the Sale and Leaseback Transaction, the Company or any Restricted Subsidiaries, as described in Section 4.02(a)the case may be, has expended or will expend for the Principal Property an amount equal to: (i) the net proceeds of the Sale and Leaseback Transaction and the Company elects to designate such amount as a credit against such Sale and Leaseback Transaction; or (2ii) a part of the net proceeds of the Sale and Leaseback Transaction and the Company elects to designate such amount as a credit against such Sale and Leaseback Transaction and applies an amount equal to the remainder of the net proceeds as described below; or (iii) such Sale and Leaseback Transaction does not come within the exceptions provided in Section 3.03(a)(i) and the Company does not make the election permitted by Section 3.03(a)(ii) or makes such election only as to a part of such net proceeds, in either of which events the Company shall apply an amount in cash equal to the greater Attributable Debt in respect of such arrangement (less any amount elected under clause Section 3.03(a)(ii) above) to the retirement, within 180 days of the net proceeds effective date of any such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days arrangement, of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt indebtedness for borrowed money of the Company or a any Restricted Subsidiary that (other than indebtedness of the Company, or indebtedness of a Guarantor, for borrowed money which is subordinated to the Notes or the Guarantees) which by its terms matures at or is extendible or renewable at the sole option of the obligor without requiring the consent of the obligees to a date more than 12 twelve months after the date of the creation of such indebtedness or the purchase, construction or development of other comparable property. for borrowed money (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall it being understood that such retirement may be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds made by prepayment of such transactions in indebtedness for borrowed money, if permitted by the manner set forth in clause (2) terms thereof, as well as by payment at maturity, and that at our option and pursuant to the terms of the preceding paragraphindenture, provided that after giving effect thereto, such indebtedness may include the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(aNotes), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Twenty-Second Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Twenty-Second Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Twenty-Second Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Twenty-Second Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Twenty-First Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Twenty-First Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Twenty-First Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Twenty-First Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall Issuer will not, nor shall it and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement with any Person providing for the lease by the Issuer or a Subsidiary of the Issuer of any Principal Property, acquired or placed into service more than 180 days prior to such arrangement (except for leases of three years or less), whereby such property has been or is to be sold or transferred by the Issuer or any Subsidiary of the Issuer to such Person (herein referred to as a “Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted SubsidiariesTransaction”), unless: Exhibit 4.2 (1a) the Company Issuer or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back Transaction, be entitled to incur indebtedness Indebtedness secured by a Lien mortgage on the such Principal Property involved to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such transaction without equally and ratably securing the Notes pursuant to Section 4.09 hereof; or (b) the Issuer shall covenant that it will apply an amount equal to the net proceeds from the sale of the Principal Property so leased to the retirement (other than any mandatory retirement) of its Funded Indebtedness within 90 days of the effective date of any such Sale and Lease-Back Transaction, without equally and ratably securing provided that the Notes as described in Section 4.02(a); or amount to be applied to the retirement of Funded Indebtedness of the Issuer shall be reduced by (2i) the Company shall apply an principal amount equal of any Notes delivered by the Issuer to the greater of the net proceeds of such sale or the Attributable Debt with respect to Trustee within 90 days after such Sale and Lease-Back Transaction within 365 days of such sale to either for retirement and cancellation, and (or a combination ofii) the retirement (principal amount of Funded Indebtedness, other than mandatory retirementNotes, mandatory prepayment or sinking fund payment or voluntarily retired by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of Issuer within 90 days following such indebtedness or the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions Transaction, and provided, further, that the covenant contained in this Section 4.10 shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section 4.10, Attributable Debt with respect to any Sale and Lease-Back Transaction if: (A) such Sale and Lease-Back Transaction is entered into in connection with transactions which would otherwise be subject to are part of an industrial development or pollution control financing, or (B) the only parties involved in such restrictions, without applying Sale and Lease-Back Transaction are the net proceeds of such transactions in the manner set forth in clause (2) Issuer and any Subsidiary or Subsidiaries of the preceding paragraphIssuer. Notwithstanding these restrictions on Sale and Lease-Back Transactions, provided that the Issuer and its Subsidiaries may enter into, create, assume and suffer to exist Sale and Lease-Back Transactions, not otherwise permitted hereby, if at the time of, and after giving effect theretoto, such Sale and Lease-Back Transactions, the aggregate amount total consolidated Attributable Debt of the Issuer and its Subsidiaries in respect of such sale Sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1mortgages incurred pursuant to Section 4.09(y) through (11) under Section 4.02(a)hereof, does not exceed the greater of $1,000 million or 1510% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateIssuer.”

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Seventh Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Seventh Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Seventh Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Seventh Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Twenty-Third Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Twenty-Third Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Twenty-Third Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Twenty-Third Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Neither the Company shall notnor Parent will, nor shall it will they permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal PropertyTransaction, other than any such transaction involving a lease for a term of not more than three years or any such transaction solely between the Company and Company, Parent and/or a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company Company, Parent or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien mortgage on the Principal Property assets involved in such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Notes as described in Securities pursuant to Section 4.02(a)1008; or (2) the Company or Parent shall apply an amount equal to the greater of the net proceeds of such sale or and the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company Company, Parent or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness Sale and Lease-Back Transaction or the purchase, construction or development of other comparable property. (b) . Notwithstanding the restrictions outlined in clause (a) abovethe immediately preceding paragraph, the Company or Company, Parent and any Restricted Subsidiary shall will be permitted to enter into Sale and Lease-Back Transactions which that would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, above; provided that after giving effect thereto, the sum of the aggregate amount of outstanding Attributable Debt with respect to such sale Sale and Lease-Back Transactions, together with plus the aggregate amount of all outstanding Secured Debt not permitted by clauses (1) through (119) under Section 4.02(a)1008, does not exceed the greater of $1,000 million 290,000,000 or 1510% of Consolidated Net Tangible Total Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain Outstanding, the Company shall will not, nor shall will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between unless (a) the assets subject to the Sale and Lease-back Transaction have not been owned by the Company and or a Restricted Subsidiary or between Restricted Subsidiaries, unless: have not been in full operation for more than one year prior to the Sale and Lease-back Transaction or (1b) the Company or such Restricted Subsidiary would be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Property involved such assets in such transaction an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Notes as described in Securities of such series pursuant to Section 4.02(a); 10.10 or (2c) the Company shall apply an amount equal to Company, within 180 days after the greater effective date of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days Transaction, applies an amount equal to the value of such sale assets to either (the defeasance or a combination of) the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a way of payment at maturity) of debt for borrowed money Securities or other Indebtedness of the Company or a Restricted Subsidiary that matures more than 12 months one year after the creation of such indebtedness Indebtedness or to the purchase, construction or development of other comparable property. property or (bd) the transaction is between the Company and one of its Restricted Subsidiaries. Notwithstanding the restrictions outlined in clause (a) aboveforegoing, the Company or any and its Restricted Subsidiary Subsidiaries shall be permitted allowed to enter into Sale and Lease-Back back Transactions which would otherwise be if, after giving pro forma effect to such Sale and Lease-back Transaction (and the receipt and application of proceeds thereof) the sum of (without (i) the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries secured by liens (other than Permitted Liens) upon the assets of the Company or any Restricted Subsidiary or, if less, the fair market value of the property subject to such restrictionslien, without applying as determined in good faith by the net proceeds Board of such transactions Directors and (ii) all Attributable Debt in the manner set forth in clause (2) respect of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale Sale and Lease-Back TransactionsTransactions not otherwise permitted under the first sentence of this Section 10.11, together with at the aggregate amount time of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), determination does not exceed the greater of $1,000 million or 15% fifteen percent of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateWorth.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall Parent will not, nor shall will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement, or permit to exist any arrangement entered into since March 1, 1968, with respect to any Principal Property, other than person providing for the leasing by Parent or any such transaction involving a lease Restricted Subsidiary of any principal property (except for temporary leases for a term term, including any renewal thereof, of not more than three years or any such transaction and except for leases between the Company Parent and a Restricted Subsidiary or between Restricted Subsidiaries, unless: ) which property has been or is to be sold or transferred by Parent or a Restricted Subsidiary to such person (a “Sale and Lease- Back Transaction”) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board) of such property and either (1) the Company Parent or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien mortgage on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, property without equally and ratably securing the Notes as described in obligations of Parent and the Company under the Health Benefit Program and the Basic Life Insurance Program pursuant to Section 4.02(a7.6(a); , or (2) the Company Parent shall apply contribute an amount equal to the greater of the net proceeds of such sale or (as so determined) to the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) Health Benefit Trust, the retirement of Securities or other indebtedness ranking on a parity with the Securities (other than any mandatory retirement, mandatory prepayment retirement or sinking fund payment or by a payment at maturity) maturity and provided that any retirement of debt for borrowed money Securities is in accordance with the applicable optional redemption terms adopted pursuant to Section 2.02 of the Company or a Restricted Subsidiary that matures more than 12 months after Indenture), within 120 days of the creation effective date of any such indebtedness or the purchase, construction or development of other comparable propertyarrangement. (b) Notwithstanding the restrictions outlined in clause provisions of paragraph (a) aboveof this Section 7.7, the Company Parent or any Restricted Subsidiary shall be permitted to may enter into or permit to exist Sale and Lease-Back transactions, if at the time such Sale and Lease-Back Transactions which would otherwise be subject to such restrictionsare (or were) entered into, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that and after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses Exempted Indebtedness does (1or did) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 155% of Consolidated Net Tangible Assets the stockholders’ equity in Parent and its consolidated Subsidiaries as shown by the audited consolidated balance sheet of Parent and its consolidated Subsidiaries contained in the Company as most recently determined on or prior latest annual report to such datethe stockholders of parent.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall Issuer will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted SubsidiariesTransaction, unless: : (1a) the Company Issuer or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back Transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Property involved property or assets to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities pursuant to Section 3.9; or (b) the direct or indirect proceeds of the sale of the property or assets to be leased are at least equal to their fair value (as determined by Board of Directors of the Issuer) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 90 days of the effective date of any such Sale and Lease-Back Transaction, without equally and ratably securing (i) to the Notes as described purchase or acquisition (or, in Section 4.02(a); the case of real property, the commencement of construction) of property or assets or (2ii) to the Company retirement or repayment (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities or of Funded Indebtedness of the Issuer ranking on a parity with or senior to the Securities or of Funded Indebtedness of a consolidated Subsidiary; provided, that there shall apply 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 (i) the Principal amount of Securities delivered within 90 days of the net proceeds effective date of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either the Trustee for retirement and cancellation and (or a combination ofii) the retirement (principal amount of other than Funded Indebtedness voluntarily retired by the Issuer within such 90 day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory retirement, sinking fund or mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable propertyprovisions. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall will not, nor shall will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction on or after the initial issuance of Securities pursuant to this Indenture with respect to any Principal Property, other than any such Domestic Manufacturing Plant (except for (1) a transaction involving providing for a lease for a term term, including any renewal thereof, of not more than three years or any such years, (2) a transaction between the Company and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted SubsidiariesSubsidiaries or (3) any lease of property acquired after the date of the initial issuance of Securities pursuant to this Indenture if the rent payable by the Company or such Restricted Subsidiary thereunder is to be reimbursed under a contract with the government of the United States or any instrumentality or agency thereof), unless: if the commitment by or on behalf of the purchaser is obtained more than 180 days after the later of (1i) the completion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such Principal Domestic Manufacturing Plant or (ii) the placing in operation of such Principal Domestic Manufacturing Plant or of such Principal Domestic Manufacturing Plant as so substantially repaired or altered, constructed, developed or substantially improved, unless either (x) the Company or such Restricted Subsidiary would be entitled pursuant to incur indebtedness Section 10.6(a) to issue, assume, guarantee or become liable for debt secured by a Lien mortgage on such Principal Domestic Manufacturing Plant without equally and ratably securing the Securities or (y) the Company shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such sale or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value (as determined by the Board of Directors but not in excess of the net book value of such Principal Domestic Manufacturing Plant at the date of such sale or transfer) of the Principal Property involved in such transaction at least equal in amount Domestic Manufacturing Plant so leased to the Attributable Debt with respect to retirement, within 180 days after the effective date of such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a); of Securities or (2) other indebtedness of the Company or a Restricted Subsidiary; provided, however, that any such retirement of Securities shall apply be in accordance with Section 11.1 and provided, further, that the amount to be applied to such retirement of Securities or other indebtedness shall be reduced by an amount equal to the greater sum of (A) an amount equal to the net proceeds principal amount of such sale or Securities delivered within 180 days after the Attributable Debt with respect to effective date of such Sale and Lease-Back Transaction within 365 days to the Trustees for retirement and cancellation (for purposes of making such sale calculation, the principal amount of Original Issue Discount Securities so retired or cancelled shall mean the portion thereof that could have been declared due and payable pursuant to either Section 5.2 at the time retired and cancelled) and (or a combination ofB) the retirement (principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms, of other than mandatory retirementindebtedness voluntarily retired by the Company within such 180-day period, excluding retirements pursuant to mandatory prepayment or sinking fund payment or by a payment provisions and payments at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) aboveprovisions of Section 10.7(a), the Company or any Restricted Subsidiary shall be permitted to may enter into a Sale and Lease-Back Transactions Transaction which would otherwise be subject to such restrictions, without applying the net proceeds restrictions of such transactions in the manner set forth in clause (2Section 10.7(a) of the preceding paragraph, provided that after giving effect thereto, the so as to create an aggregate amount of such sale and Lease-Back Transactionsattributable debt which, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under indebtedness outstanding pursuant to Section 4.02(a10.6(b), and all attributable debt outstanding pursuant to this Section 10.7(b), does not exceed the greater of $1,000 million or 1510% of Consolidated Net Tangible Assets Assets. "Attributable debt" in respect of any Sale and Lease-Back Transaction means, as of the Company time of the determination, the lesser of (i) the sale price of the Principal Domestic Manufacturing Plant so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such transaction and the denominator of which is the base term of such lease, and (ii) the total obligation (discounted to present value at the implicit interest factor, determined in accordance with generally accepted financial practice, included in the rental payments, or, if such interest factor cannot readily be determined, at a rate of interest of 11% per annum, compounded semiannually) under the lease for rental payments (other than amounts required to be paid on account of property taxes as most recently determined well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights (such as those based on real or prior to energy costs or savings) during the remaining portion of the base term of the lease included in such datetransaction).

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Eleventh Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Eleventh Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Eleventh Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Eleventh Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Fourth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Fourth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Fourth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Fourth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Nineteenth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Nineteenth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Nineteenth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Nineteenth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Company Subject to the following sentence, the Corporation shall not, nor and shall it not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Propertya Sale‑Leaseback Transaction, other than any such transaction involving a unless: (i) the lease for a term of not more than three years or any such transaction is between the Company Corporation and a Restricted Subsidiary or between Restricted Subsidiaries, unless: ; (1ii) the Company Corporation or such Restricted Subsidiary would be entitled entitled, pursuant to incur indebtedness secured by Section 3.1, to create a Lien on the Principal Property involved property to be leased securing Debt in such transaction an amount at least equal in amount to the Attributable Debt with in respect to such Sale and Lease-Back Transaction, of the Sale‑Leaseback Transaction without equally and ratably securing the outstanding Notes as described in under Section 4.02(a); or 3.1; (2iii) the Company shall apply Corporation owns or acquires other property which will be made a Principal Property and is determined by the Board of Directors of the Corporation to have a fair value equal to or greater than the Attributable Debt incurred; (iv) within 270 days of the effective date of the lease, the Corporation makes Capital Expenditures with respect to a Principal Property in an amount at least equal to the greater amount of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either incurred; or (or a combination ofv) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company Corporation or a Restricted Subsidiary that matures more than 12 months after makes an optional prepayment in cash of its Debt or finance lease obligations at least equal in amount to the creation of such indebtedness or Attributable Debt for the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) abovelease, the Company prepayment is made within 270 days of the effective date of the lease, the Debt prepaid is not owned by the Corporation or a Restricted Subsidiary, the Debt prepaid is not subordinated in right of payment to any of the Notes, and the Debt prepaid was Long‑Term Debt at the time it was created. In addition and notwithstanding the foregoing restrictions, the Corporation and any of its Restricted Subsidiary shall be permitted to Subsidiaries may, without securing the Notes, enter into Sale and Lease-Back Transactions which a Sale‑Leaseback Transaction that otherwise would otherwise be subject to such the foregoing restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, ; provided that after giving effect thereto, the aggregate amount of to such sale and Lease-Back Transactions, together with Sale‑Leaseback Transaction the aggregate amount of all Secured Debt not secured by Liens that otherwise would be prohibited by Section 3.1 (for the avoidance of doubt, excluding Debt secured by a Lien permitted by any of clauses (1i) through (11vi) under Section 4.02(athereof), does plus all Attributable Debt in respect of Sale‑Leaseback Transactions that otherwise would be prohibited by this Section 3.2 would not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets Assets. This Section 3.2 is one of the Company as most recently determined on or prior to such datecovenants eligible for the provisions of Section 8.3 of the Indenture.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the First Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the First Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the First Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the First Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such -41- 45 retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Twelfth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering -38- 39 into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Twelfth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Twelfth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Twelfth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner case of a retail store is the opening of the store for business to the public). ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE -39- 40 Section 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. The Company may at its option by Board Resolution, at any time, elect to have either Section 1302 or Section 1303 applied to the Outstanding Securities of this series upon compliance with the conditions set forth below in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such datethis Article Thirteen.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Twentieth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Twentieth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Twentieth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Twentieth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall covenants that it will not, nor shall will it permit any allow the Restricted Subsidiary Subsidiaries to, enter into into, any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a one of the Restricted Subsidiary Subsidiaries or between Restricted Subsidiaries, unless: unless at the effective time of such transaction: (1) the Company or such the Restricted Subsidiary would be entitled entitled, pursuant to the Limitation on Liens set forth in Section 4.05, without equally and ratably securing the Notes, to incur indebtedness Debt secured by a Lien on the Principal Property involved in such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a)Notes; or or (2) the Company shall apply or the Restricted Subsidiary applies, within 180 days of the effective date of the Sale and Lease-Back Transaction, an amount equal to the greater of (i) the net proceeds of such sale or (ii) the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) (x) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary (other than debt that is subordinate to the Notes or debt to the Company or a Restricted Subsidiary) that matures more than 12 months after the its creation of such indebtedness or (y) the purchase, construction or development of other comparable property. (b) Notwithstanding For purposes of this Section 4.06, “Sale and Lease-Back Transaction” means any arrangement with any Person providing for the restrictions outlined in clause (a) above, leasing by the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictionsof any Principal Property, without applying whether owned at the net proceeds date of such transactions in the manner set forth in clause this Indenture or thereafter acquired (2) excluding temporary leases of the preceding paragrapha term, provided that after giving effect theretoincluding renewal periods, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.more

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Sixteenth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Sixteenth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Sixteenth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Sixteenth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The Company shall not, nor and shall it not permit any Restricted Subsidiary to, enter into any Sale and Leasea Sale-Back Transaction with respect to any Principal PropertyLeaseback Transaction, other than any such transaction involving a unless: (i) the lease for a term of not more than three years or any such transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: ; (1ii) the Company or such Restricted Subsidiary would be entitled entitled, pursuant to incur indebtedness secured by Section 4.4, to create a Lien on the Principal Property involved property to be leased securing Debt in such transaction an amount at least equal in amount to the Attributable Debt with in respect to such Sale and Leaseof the Sale-Back Transaction, Leaseback Transaction without equally and ratably securing the outstanding Notes as described in under Section 4.02(a); or 4.4; (2iii) the Company shall apply owns or acquires other property which will be made a Principal Property and is determined by the Board of Directors to have a fair value equal to or greater than the Attributable Debt incurred; (iv) within 270 days of the effective date of the lease, the Company makes Capital Expenditures with respect to a Principal Property in an amount at least equal to the greater amount of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either incurred; or (or a combination ofv) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after makes an optional pre-payment in cash of its Debt or capital lease obligations at least equal in amount to the creation Attributable Debt for the lease, the prepayment is made within 270 days of such indebtedness the effective date of the lease, the Debt prepaid is not owned by the Company or a Restricted Subsidiary, the purchaseDebt prepaid is not subordinated in right of payment to any of the Notes, construction or development of other comparable property. (b) Notwithstanding and the restrictions outlined in clause (a) aboveDebt prepaid was Long-Term Debt at the time it was created. In addition and notwithstanding the foregoing restrictions, the Company or and any of its Restricted Subsidiary shall be permitted to Subsidiaries may, without securing the Notes of either Series, enter into Sale and Leasea Sale-Back Transactions which Leaseback Transaction that otherwise would otherwise be subject to such the foregoing restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, ; provided that after giving effect thereto, the aggregate amount of to such sale and LeaseSale-Back Transactions, together with Leaseback Transaction the aggregate amount of all Secured Debt not secured by Liens that otherwise would be prohibited by Section 4.4 (for the avoidance of doubt, excluding Debt secured by a Lien permitted by any of clauses (1) through (117) under Section 4.02(athereof), does plus all Attributable Debt in respect of Sale-Leaseback Transactions that otherwise would be prohibited by this Section 4.5 would not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateAssets.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall will not, nor shall will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien mortgage on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Securities, pursuant to Section 4.02(a)1008; or (2) the Company shall apply an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 180 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. (b) . Notwithstanding the restrictions outlined in clause (a) aboveis the preceding paragraph, the Company or any Restricted Subsidiary shall will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2b) of the preceding paragraphabove, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a)1008 above, does not exceed the greater of $1,000 500 million or 1510% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain Outstanding, the Company shall will not, nor shall will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between unless (a) the assets subject to the Sale and Lease-back Transaction have not been owned by the Company and or a Restricted Subsidiary or between Restricted Subsidiaries, unless: have not been in full operation for more than one year prior to the Sale and Lease-back Transaction or (1b) the Company or such Restricted Subsidiary would be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Property involved such assets in such transaction an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Transaction without equally and ratably securing the Notes as described in Section 4.02(a); Securities of such series pursuant to Sect ion 10.10 or (2c) the Company shall apply an amount equal to Company, within 180 days after the greater effective date of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days Transaction, applies an amount equal to the value of such sale assets to either (the defeasance or a combination of) the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a way of payment at maturity) of debt for borrowed money Securities or other Indebtedness of the Company or a Restricted Subsidiary that matures more than 12 months one year after the creation of such indebtedness Indebtedness or to the purchase, construction or development of other comparable property. property or (bd) the transaction is between the Company and one of its Restricted Subsidiaries. Notwithstanding the restrictions outlined in clause (a) aboveforegoing, the Company or any and its Restricted Subsidiary Subsidiaries shall be permitted allowed to enter into Sale and Lease-Back back Transactions which would otherwise be if, after giving pro forma effect to such Sale and Lease-back Transaction (and the receipt and application of proceeds thereof) the sum of (without (i) the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries secured by liens (other than Permitted Liens) upon the assets of the Company or any Restricted Subsidiary or, if less, the fair market value of the property subject to such restrictionslien, without applying as determined in good faith by the net proceeds Board of such transactions Directors and (ii) all Attributable Debt in the manner set forth in clause (2) respect of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale Sale and Lease-Back TransactionsTransactions not otherwise permitted under the first sentence of this Section 10.11, together with at the aggregate amount time of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), determination does not exceed the greater of $1,000 million or 15% fifteen percent of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateWorth.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Seventeenth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Seventeenth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Seventeenth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Seventeenth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall will not, nor shall will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction on or after the initial issuance of Securities pursuant to this Indenture with respect to any Principal Property, other than any such Domestic Manufacturing Plant (except for (1) a transaction involving providing for a lease for a term term, including any renewal thereof, of not more than three years or any such years, (2) a transaction between the Company and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted SubsidiariesSubsidiaries or (3) any lease of property acquired after the date of the initial issuance of Securities pursuant to this Indenture if the rent payable by the Company or such Restricted Subsidiary thereunder is to be reimbursed under a contract with the government of the United States or any instrumentality or agency thereof), unless: if the commitment by or on behalf of the purchaser is obtained more than 180 days after the later of (1i) the completion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such Principal Domestic Manufacturing Plant or (ii) the placing in operation of such Principal Domestic Manufacturing Plant or of such Principal Domestic Manufacturing Plant as so substantially repaired or altered, constructed, developed or substantially improved, unless either (x) the Company or such Restricted Subsidiary would be entitled pursuant to incur indebtedness Section 10.06(a) to issue, assume, guarantee or become liable for debt secured by a Lien mortgage on the such Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, Domestic Manufacturing Plant without equally and ratably securing the Notes as described in Section 4.02(a); Securities or (2y) the Company shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the greater net proceeds thereof (but not in excess of the net proceeds book value of such sale or transfer) and, in the Attributable Debt case of a sale or transfer otherwise than for cash, an amount equal to the fair market value (as determined by the Board of Directors but not in excess of the net book value of such Principal Domestic Manufacturing Plant at the date of such sale or transfer) of the Principal Domestic Manufacturing Plant so leased to the retirement, within 180 days after the effective date of such Sale and Lease- Back Transaction, of Securities or other indebtedness (as defined in Section 10.06(a)) of the Company or a Restricted Subsidiary; provided, however, that any such retirement of Securities shall be in accordance with respect Section 11.01 and provided, further, that the amount to be applied to such retirement of Securities or other indebtedness shall be reduced by an amount equal to the sum of (A) an amount equal to the principal amount of Securities delivered within 180 days after the effective date of such Sale and Lease-Back Transaction within 365 days to the Trustees for retirement and cancellation (for purposes of making such sale calculation, the principal amount of Original Issue Discount Securities so retired or cancelled shall mean the portion thereof that could have been declared due and payable pursuant to either Section 5.02 at the time retired and cancelled) and (or a combination ofB) the retirement (principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms, of other than mandatory retirementindebtedness voluntarily retired by the Company within such 180-day period, excluding retirements pursuant to mandatory prepayment or sinking fund payment or by a payment provisions and payments at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) aboveprovisions of Section 10.07(a), the Company or any Restricted Subsidiary shall be permitted to may enter into a Sale and Lease-Back Transactions Transaction which would otherwise be subject to such restrictions, without applying the net proceeds restrictions of such transactions in the manner set forth in clause (2Section 10.07(a) of the preceding paragraph, provided that after giving effect thereto, the so as to create an aggregate amount of such sale and Lease-Back Transactionsattributable debt which, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under indebtedness outstanding pursuant to Section 4.02(a10.06(b), and all attributable debt outstanding pursuant to this Section 10.07(b), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateAssets.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Third Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Third Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Third Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Third Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such -39- 43 retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Sixth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Sixth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Sixth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Sixth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Fifth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Fifth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Fifth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Fifth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Third Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Third Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Third Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Third Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Company agrees that it shall not, nor shall it permit allow any Restricted Subsidiary to, enter into into, any Sale and Lease-Back Transaction with respect to any Principal Property, other than any unless at the effective time of such transaction involving transaction: (1) such Sale and Lease-Back Transaction (A) involves a lease for a term of not more than three years or any such transaction years, (B) is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: Subsidiaries or (1C) the Company or such the Restricted Subsidiary would be entitled allowed, pursuant to Section 4.05, without equally and ratably securing the Securities, to incur indebtedness Debt secured by a Lien on the Principal Property involved in such transaction an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a); or or (2) the Company shall apply or such Restricted Subsidiary, within 360 days after the closing date of such Sale and Lease-Back Transaction, applies or causes to be applied an amount equal to the greater of (i) the net proceeds of such sale or (ii) the Attributable Debt with respect to from such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) (x) the prepayment, repayment, redemption, reduction or retirement (other than any mandatory retirementprepayment, mandatory prepayment repayment, mandatory redemption or sinking fund payment or by a payment at maturity) of Debt of the Company or any Restricted Subsidiary (other than Debt that is subordinate to the Securities or any Guarantee or Debt to the Company or a Restricted Subsidiary) that matures more than 12 months after its creation; provided, however, the amount to be applied to -------- ------- the prepayment or retirement of debt for borrowed money shall be reduced by the principal amount of any debt securities of the Company or a Restricted Subsidiary that matures more than 12 months delivered within 360 days after the creation of such indebtedness or the purchase, construction or development of other comparable property. (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject Transaction to such restrictionsthe applicable trustee or paying agent for retirement and cancellations or (y) expenditures for the purchase, without applying the net proceeds construction, development or expansion of such transactions in the manner set forth in clause (2) of the preceding paragraphother property, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million facilities or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such dateequipment.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Eighth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Eighth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Eighth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Eighth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Lease-Back Transactions. (a) The Company shall covenants that it will not, nor shall will it permit any allow the Restricted Subsidiary Subsidiaries to, enter into into, any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a one of the Restricted Subsidiary Subsidiaries or between Restricted Subsidiaries, unless: unless at the effective time of such transaction: (1) the Company or such the Restricted Subsidiary would be entitled entitled, pursuant to the Limitation on Liens set forth in Section 4.05, without equally and ratably securing the Securities, to incur indebtedness Debt secured by a Lien on the Principal Property involved in such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Section 4.02(a)Securities; or or (2) the Company shall apply or the Restricted Subsidiary applies, within 180 days of the effective date of the Sale and Lease-Back Transaction, an amount equal to the greater of (i) the net proceeds of such sale or (ii) the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) (x) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary (other than debt that is subordinate to the Securities or debt to the Company or a Restricted Subsidiary) that matures more than 12 months after the its creation of such indebtedness or (y) the purchase, construction or development of other comparable property. (b) Notwithstanding For purposes of this Section 4.06, "Sale and Lease-Back Transaction" means any arrangement with any Person providing for the restrictions outlined in clause (a) above, leasing by the Company or any Restricted Subsidiary shall of any Principal Property, whether owned at the date of this Indenture or thereafter acquired (excluding temporary leases of a term, including renewal periods, of not more than three years), that has been or is to be permitted sold or transferred by the Company or any Restricted Subsidiary to enter into such Person with the intention of taking back a lease of this property. The term "Attributable Debt" as used with regard to a Sale and Lease-Back Transactions Transaction of a Principal Property means, at the time of determination, the lesser of: (a) the fair market value of the Principal Property leased (as determined in good faith by the Board of Directors of the Company); or (b) the present value of the total net amount of rent required to be paid under such lease during the remaining term thereof (including any period for which would otherwise such lease has been extended), discounted at the rate of interest set forth or implicit in the terms of such lease, as determined in good faith by the Board of Directors of the Company, compounded semi-annually. In the case of any lease that is terminable by the lessee upon the payment of a penalty, such net amount shall be subject to such restrictions, without applying the lesser of (x) the net proceeds of amount determined assuming termination upon the first date such transactions lease may be terminated (in which case the manner set forth in clause (2) net amount shall also include the amount of the preceding paragraphpenalty, provided that after giving effect theretobut no rent shall be considered as required to be paid under such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the aggregate first date upon which it may be so terminated) and (y) the net amount of determined assuming no such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(a), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such datetermination.

Limitations on Sale and Lease-Back Transactions. (a) The Company Parent Guarantor shall not, nor and shall it not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction Sale and Lease-Back Transaction involving a lease for a term of not more than three years or any such transaction Sale and Lease-Back Transaction between the Company Parent Guarantor and a one of the Restricted Subsidiary Subsidiaries or between the Restricted Subsidiaries, unless: : (1) the Company Parent Guarantor or such Restricted Subsidiary would be entitled to incur indebtedness Indebtedness secured by a Lien on the Principal Property involved in such transaction Sale and Lease-Back Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Notes, pursuant to Section 4.02(a)10.08 hereof; or or (2) the Company shall apply proceeds of such Sale and Lease-Back Transaction are at least equal to the fair market value of the affected Principal Property (as determined in good faith by the Parent Guarantor’s Board of Directors) and the Parent Guarantor or such Restricted Subsidiary applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 365 days 12 months of such sale Sale and Lease-Back Transaction to either any (or a combination combination) of) ; a. the prepayment or retirement of the Notes; b. the prepayment, retirement or defeasance (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money other Indebtedness of the Company Parent Guarantor or a of one of the Restricted Subsidiary Subsidiaries (other than Indebtedness that is subordinated to the Notes or Indebtedness owed to the Parent Guarantor or one of the Restricted Subsidiaries) that matures more than 12 months after its creation; or c. the creation of such indebtedness acquisition, construction, alteration, development, expansion, improvement or the purchase, construction or development repair of other comparable property.property used or to be used in the ordinary course of business of the Parent Guarantor or a Restricted Subsidiary; provided, that for purposes of this clause (2)(c), any amounts expended to acquire, construct, alter, develop, expand, improve or repair such other property during the six months preceding such Sale and Lease-Back Transaction may also be applied as a credit against the net proceeds from the Sale and Lease-Back Transaction (b) Notwithstanding the restrictions outlined in clause (a) abovethe preceding paragraph, the Company or any Parent Guarantor and the Restricted Subsidiary Subsidiaries shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictionsprohibited by this Section 10.09, without applying the net proceeds of such transactions in the manner set forth in clause (2) of the preceding paragraph, provided that after giving effect thereto, the aggregate amount of such sale and Lease-Back Transactionswhich, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Indebtedness outstanding pursuant to Section 4.02(a10.08(b), does do not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets measured at the closing date of the Company as most recently determined on or prior to such dateSale and Lease-Back Transaction.

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Second Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Second Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Second Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Second Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.. ARTICLE THIRTEEN

Limitations on Sale and Lease-Back Transactions. (a) The After the date hereof and so long as any Securities of the series created by the Eighteenth Supplemental Indenture are Outstanding, the Company shall agrees that it will not, nor shall it and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction arrangement with respect to any Principal Property, Person providing for the leasing by the Company or a Restricted Subsidiary of any Operating Property or Operating Asset (other than any such transaction arrangement involving a lease for a term of term, including renewal rights, for not more than three 3 years or any such transaction and leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), whereby such Operating Property or Operating Asset has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”), unless: : (1a) the Company or such Restricted Subsidiary would would, at the time of entering into a Sale and Lease-Back transaction, be entitled to incur indebtedness Indebtedness secured by a Lien lien on the Principal Operating Property involved or Operating Asset to be leased in such transaction an amount at least equal in amount to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without equally and ratably securing the Securities of the series created by the Eighteenth Supplemental Indenture pursuant to Section 1009; or (b) the proceeds of the sale of the Operating Property or Operating Asset to be leased are at least equal to the fair market value of such Operating Property or Operating Asset (as determined by the chief financial officer or chief accounting officer of the Company) and an amount in cash equal to the net proceeds from the sale of the Operating Property or Operating Asset so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, without equally to the purchase or acquisition (or, in the case of Operating Property, the construction) of Operating Property or Operating Assets or to the retirement, repurchase, redemption or repayment (other than at maturity or pursuant to a mandatory sinking fund or redemption provision and ratably securing the Notes as described in Section 4.02(a); or (2) other than Indebtedness owned by the Company or any Restricted Subsidiary) of Securities of the series created by the Eighteenth Supplemental Indenture or of Funded Indebtedness of the Company ranking on a parity with or senior to the Securities of the series created by the Eighteenth Supplemental Indenture, or in the case of a Sale and Lease-Back Transaction by a Restricted Subsidiary, of Funded Indebtedness of such Restricted Subsidiary; provided that in connection with any such retirement, any related loan commitment or the like shall apply be reduced in an amount equal to the greater principal amount so retired. The foregoing restriction shall not apply to, in the case of any Operating Property or Operating Asset acquired or constructed subsequent to the net proceeds date eighteen months prior to the date of this Indenture, any Sale and Lease-Back Transaction with respect to such sale Operating Asset or the Attributable Debt Operating Property (including presently owned real property upon which such Operating Property is to be constructed) if a binding commitment is entered into with respect to such Sale and Lease-Back Transaction within 365 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 18 months after the creation later of such indebtedness the acquisition of the Operating Property or Operating Asset or the purchase, completion of improvements or construction thereon or development commencement of other comparable property. full operations at such Operating Property (b) Notwithstanding the restrictions outlined in clause (a) above, the Company or any Restricted Subsidiary shall be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) case of a retail store is the opening of the preceding paragraph, provided that after giving effect thereto, store for business to the aggregate amount of such sale and Lease-Back Transactions, together with the aggregate amount of all Secured Debt not permitted by clauses (1) through (11) under Section 4.02(apublic), does not exceed the greater of $1,000 million or 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.