Common use of Limitations on Sale and Leaseback Transactions Clause in Contracts

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into any arrangement relating with any Person to property now owned lease a Principal Property (except for any arrangements that exist on the date the Notes are issued or hereafter acquired whereby either that exist at the Company transfers, time any Person that owns a Principal Property becomes a Restricted Subsidiary) which has been or any Restricted Subsidiary transfers, such property is to a Person and either be sold by the Company or any the Restricted Subsidiary leases it back from to such Person (a “Sale/Leaseback Transaction”), unless: (ia) the sale and leaseback arrangement involves a lease for a term of not more than three years; (b) the sale and leaseback arrangement is entered into between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such the Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness secured by a Lien on the property involved Principal Property at least equal in amount to the transaction in an amount Attributable Debt associated with such Principal Property without having to secure equally and ratably the Notes pursuant to Section 2.8(a) hereof; (d) the proceeds of the sale and leaseback arrangement are at least equal to the Attributable Debt with respect fair market value (as determined by the Board of Directors in good faith) of the Principal Property and the Company applies within 180 days after the sale an amount equal to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) greater of the net proceeds of the Sale/Leaseback Transaction are at least equal sale or the Attributable Debt associated with the Principal Property to such property’s fair market value, as determined by (i) the Company’s Board retirement of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction long-term debt for borrowed money that is not subordinated to the repayment of senior indebtedness of Notes and that is not debt to the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance Subsidiary of the Notes; Company, or (ii) that exists at the time any Person that owns property purchase or assets becomes a Restricted Subsidiarydevelopment of other comparable property; or (iiie) between the Company sale and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset leaseback arrangement is entered into within 270 180 days after the date initial acquisition of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant Principal Property subject to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetssale and leaseback arrangement.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Leaseback Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property unless (a) such Sale and Leaseback Transaction involves a lease for a term of not more than three years; (b) such Sale and Leaseback Transaction is between the Company transfers, or any Restricted and a Subsidiary transfers, such property to a Person and either of the Company or any Restricted Subsidiary leases it back from such Person between Subsidiaries of the Company; (a “Sale/Leaseback Transaction”), unless: (ic) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness indebtedness secured by a Lien on the property such Principal Property involved in the transaction in an amount such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above without equally and ratably securing the Notes as described in Section 2.8Securities of any applicable series pursuant to such covenant; or (iid) the net proceeds of the Sale/such Sale and Leaseback Transaction are at least equal to such property’s the fair market value, value thereof (as determined in good faith by the Company’s Board of Directors, Directors of the Company) and the proceeds are applied within 180 days Company applies an amount equal to the greater of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations net proceeds of such property sale or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/such Sale and Leaseback Transactions existing Transaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of debt for borrowed money of the Company or a Subsidiary of the Company that matures more than 12 months after its creation (other than debt that is subordinated to the Securities or debt to the Company or a Subsidiary of the Company) or (ii) the purchase, construction or development of other comparable property; or (e) such time that could not have been Sale and Leaseback Transaction is entered into pursuant within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case may be, of the Principal Property subject to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.Sale and Leaseback Transaction. ARTICLE ELEVEN

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned with any bank, insurance company or hereafter acquired whereby either the Company transfers, other lender or any Restricted Subsidiary transfers, such property to a Person and either investor (not including the Company or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or a Restricted Subsidiary leases it back from for a period, including renewals, in excess of three years of any Principal Property the ownership of which has been or is to be sold or transferred, more than 180 days after the completion of construction and commencement of full operation thereof, by the Company or such Restricted Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (referred to as a “Sale/Sale and Leaseback Transaction”), ) unless: (ia) such Sale and Leaseback Transaction is with a governmental entity that provides financial or tax benefits; (b) the Company or such Restricted Subsidiary could, at could create Secured Debt pursuant to the time of entering into such arrangement, incur Indebtedness secured by a Lien provisions set forth in Section 4.08 on the property involved in the transaction Principal Property to be leased in an amount at least equal to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction without equally and ratably securing the Notes as described in Section 2.8Notes; or (iic) the net proceeds of the Sale/sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction are is at least equal to the Fair Market Value of such property’s fair market value, as determined by the Company’s Board of Directors, Principal Property and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of after such sale or transfer shall have been made by the Company or any by a Restricted Subsidiary. (b) The restrictions set forth in (a) above will , the Company shall apply an amount not apply to a Sale/Leaseback Transaction: less than the greater of (i) entered into prior to the date of issuance net proceeds of the Notes; sale of the Principal Property leased pursuant to such arrangement or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between Fair Market Value of the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that Principal Property so leased at the time of entering into such transaction, after giving effect thereto, arrangement (as evidenced by an Officers’ Certificate delivered to the aggregate Trustee) to the retirement of Funded Debt of the Company; provided that the amount to be applied to the retirement of Funded Debt of the Company shall be reduced by (x) the principal amount of all Attributable Notes delivered within 180 days after such sale to the Trustee for retirement and cancellation, and (y) the principal amount of Funded Debt with respect other than Notes, voluntarily retired by the Company within 180 days after such sale. No retirement referred to Sale/Leaseback Transactions existing in this clause (c) may be effected by payment at such time that could not have been entered into maturity or pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetsany mandatory sinking fund payment or mandatory prepayment provision.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, any other Indebtedness ranking equally with the Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or any Restricted Subsidiary transferstransfer, such property to a Person and either the Company or any Restricted Subsidiary leases it back from applies an amount equal to the greater of the net proceeds of such Person sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a “Sale/Leaseback Transaction”)combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, unless:construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (iii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) November 30, 2018 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, create or assume and renew, extend or replace Mortgages, or enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of such transactioncreation, assumption, renewal, extension or replacement of a Mortgage or at the time of entering into such Sale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, or any Restricted Subsidiary transfers, such property to a Person and either other Indebtedness ranking equally with the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (ii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) March 10, 2016 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, create or assume and renew, extend or replace Mortgages, or enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of such transactioncreation, assumption, renewal, extension or replacement of a Mortgage or at the time of entering into such Sale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, any other Indebtedness ranking equally with the Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or any Restricted Subsidiary transferstransfer, such property to a Person and either the Company or any Restricted Subsidiary leases it back from applies an amount equal to the greater of the net proceeds of such Person sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a “Sale/Leaseback Transaction”)combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, unless:construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (iii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) June 4, 2020 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, create or assume and renew, extend or replace Mortgages, or enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of such transactioncreation, assumption, renewal, extension or replacement of a Mortgage or at the time of entering into such Sale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company For so long as any Notes remain outstanding, the Issuer and the Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating providing for the leasing for a period of more than three years, of any Property which has been owned by the Issuer, the Guarantor or such Subsidiary for more than 180 days and which has been or is to property now owned be transferred by the Issuer, the Guarantor or hereafter acquired whereby either the Company transfers, or any Restricted such Subsidiary transfers, such property to a Person and buyer/lessor that is not the Issuer, the Guarantor or a Subsidiary of either the Company or any Restricted Subsidiary leases it back from such Person of them (a “Sale/"Sale and Leaseback Transaction”), ") unless: : (i) the Company Issuer, the Guarantor or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness would be entitled to create indebtedness secured by a Lien (pursuant the provisions of Section 5(b) herein) on the property involved in the transaction Property to be leased back in an amount at least equal to the Attributable Debt with respect to such Sale/of the Sale and Leaseback Transaction, Transaction without equally and ratably securing the Notes as described in Section 2.8Notes; or or (ii) within 180 days after the consummation of the Sale and Leaseback Transaction, the Issuer, the Guarantor or such Subsidiary, as applicable, spends for any Property, including any capital improvements, an amount equal to: (x) the greater of: (1) the net proceeds that the Issuer receives from the Sale and Leaseback Transaction, and (2) the fair market value of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such the transaction, after giving effect theretoas determined in good faith by the board of directors of the Issuer, the aggregate Guarantor or such Subsidiary, as applicable (such greater amount referred to here as the "net proceeds"); or (y) a part of all Attributable Debt with respect the net proceeds, and the Issuer, the Guarantor or such Subsidiary elect to Sale/apply the balance of the net proceeds in the manner described in the following clause (iii); or (iii) within 180 days after the consummation of any Sale and Leaseback Transactions existing at Transaction, the Issuer, the Guarantor or such time that could not have been entered into Subsidiary, as applicable, applies an amount equal to the net proceeds (less any amount spent pursuant to Section 5(c)(ii) herein) to the restrictions retirement or repayment of Indebtedness (as defined below) of the Issuer, the Guarantor, or such Subsidiary. No retirement referred to in this clause may be effected by payment at maturity or pursuant to any mandatory sinking fund or prepayment provision (a) above, together with unless the aggregate amount repayment is required because of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(bthe receipt of the net proceeds), does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction after the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”)Issue Date, unless: (i1) the Company or such the relevant Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on receives Fair Market Value for the property involved in sold (it being understood that, for the transaction in avoidance of doubt, fair value may take into account all circumstances of the Sale and Leaseback Transaction, including, without limitation, the lease back arrangement); and (2) the Company or a Restricted Subsidiary, within 365 days after the completion of the Sale and Leaseback Transaction, applies, or enters into a definitive agreement to apply within such 365-day period, an amount at least equal to the Attributable Debt with respect net proceeds therefrom either: (A) to such Sale/Leaseback Transactionthe redemption, without equally and ratably securing repayment or other retirement for value of (i) the Notes as described in Section 2.8; or or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior any indebtedness of the Company or any Restricted Subsidiary that is for borrowed money or is evidenced by a bond, note, debenture, guarantee or similar instrument (other than a trade payable or a current liability arising in the ordinary course of business) and which indebtedness ranks equally in right of payment with the Notes or a Guarantee, as applicable; or (B) to the purchase by the Company or a Restricted Subsidiary of property used in the trade or business of the Company or any Restricted Subsidiary. Any Sale and Leaseback Transaction that fulfills the requirements of clauses (1) and (2) of this Section 4.12(a) is a “Permitted Sale and Leaseback Transaction.” (b) The restrictions set forth provisions of the covenant in (aSection 4.12(a) above will not apply to a Sale/(each, an “Exempt Sale and Leaseback Transaction: ”): (i1) a Sale and Leaseback Transaction if, at the time such Sale and Leaseback Transaction is entered into, the term of the related lease to the Company or the relevant Restricted Subsidiary of the property being sold pursuant to such transaction is three years or less; (2) a Sale and Leaseback Transaction for which the encumbrance on the relevant property would be a Permitted Lien; and (3) a Sale and Leaseback Transaction relating to a property entered into prior to within 180 days after the latest of (A) the date of issuance acquisition of such property by the Notes; (ii) that exists at the time Company or any Person that owns property or assets becomes a Restricted Subsidiary; , (iiiB) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or of such property and (C) the date of commencement of full operations of such property or asset, whichever is latestproperty. (c) Notwithstanding the restrictions contained aboveIn addition, the Company and its the Restricted Subsidiaries may enter into a Sale/Sale and Leaseback Transaction; provided that at Transaction if immediately thereafter the time sum of such transaction, after giving effect thereto, (1) the aggregate principal amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in Secured Indebtedness outstanding (a) above, together with the aggregate amount of all outstanding excluding Indebtedness secured by Permitted Liens and any Equal and Ratable Secured Indebtedness) and (2) all Attributable Indebtedness in respect of Sale and Leaseback Transactions (excluding Attributable Indebtedness in respect of Permitted Sale and Leaseback Transactions or Exempt Sale and Leaseback Transactions) as permitted by Section 2.8(b), does of the date of determination would not at such time exceed 520% of Consolidated Total AssetsNet Tangible Assets as of such date.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, any other Indebtedness ranking equally with the Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or any Restricted Subsidiary transferstransfer, such property to a Person and either the Company or any Restricted Subsidiary leases it back from applies an amount equal to the greater of the net proceeds of such Person sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a “Sale/Leaseback Transaction”)combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, unless:construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (iii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) December 3, 2019 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, create or assume and renew, extend or replace Mortgages, or enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of such transactioncreation, assumption, renewal, extension or replacement of a Mortgage or at the time of entering into such Sale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Domestic Subsidiaries to, directly or indirectly, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person Sale and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) such transaction with respect to a Principal Property if a binding commitment with respect thereto is entered into within one year after the later of (x) the Issue Date or (y) the date such Principal Property was acquired; (ii) the Sale and Leaseback Transaction is solely with the Company or such Restricted Subsidiary couldany of its Domestic Subsidiaries; (iii) the lease is for a period not in excess of 36 months, including renewals; (iv) the Company would (at the time of entering into such arrangement, incur ) be entitled to Incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in then Outstanding under the Indenture, pursuant to Section 2.85.01(c) of this Supplemental Indenture; or (iiv) leases where the net proceeds from the sale of the Sale/Leaseback Transaction subject Principal Property are at least equal to such property’s the fair market value, value (as determined in good faith by the Company’s Board ) of Directors, the subject Principal Property and the Company applies an amount equal to the net proceeds are applied from the sale of such Principal Property to the purchase of other property or assets used or useful in its business or to the retirement of long-term Indebtedness within 180 365 days of the effective date of the Sale/any such Sale and Leaseback Transaction Transaction; provided that, in lieu of applying such amount to the repayment retirement of senior indebtedness of long-term Indebtedness, the Company or any Restricted Subsidiarymay deliver Notes to the Trustee for cancellation. (b) The Notwithstanding the restrictions set forth in subsection (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained abovethis Section 5.02, the Company and its Restricted Subsidiaries may enter into a Sale/any Sale and Leaseback Transaction; provided that at the time of Transaction which would otherwise be subject to such transactionrestrictions, if after giving effect thereto, thereto the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) abovetransactions, together with the aggregate amount all Indebtedness outstanding pursuant to Section 5.01(c) of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b)this Supplemental Indenture, does not at such time exceed 515% of the Consolidated Total AssetsNet Tangible Assets of the Company calculated as of the closing date of the Sale and Leaseback Transaction.

Limitations on Sale and Leaseback Transactions. (a) The If the terms of a particular series of Securities so provide as contemplated by Section 301(12), so long as any Securities of such series remain Outstanding, except as hereinafter provided, the Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned transaction with any bank, insurance company or hereafter acquired whereby either the Company transfersother lender or investor, or to which any Restricted Subsidiary transferssuch bank, such property to company, lender or investor is a Person and either party, providing for the leasing by the Company or a Subsidiary of any Restricted Principal Property which has been or is to be sold or transferred more than 180 days after the latest of the acquisition, completion of construction or commencement of full operation by the Company or a Subsidiary leases it back from to such bank, company, lender or investor, or to any Person to whom funds have been or are to be advanced by such bank, company, lender or investor on the security of such Principal Property (herein referred to as a “Sale/Sale and Leaseback Transaction”); provided, unlesshowever, that this covenant shall not apply to any Sale and Leaseback Transaction if: (i1) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness could create Debt secured by a Lien pursuant to Section 1008, excluding from secured Debt in any computation under that Section Debt secured by Liens of the type described in Clauses (1) through (10.) thereof, on the property involved in the transaction Principal Property to be leased in an amount at least equal to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction without equally and ratably securing the Notes as described in Section 2.8; Securities, or (ii2) the Company or a Subsidiary, within 180 days after the sale or transfer shall have been made by the Company or by a Subsidiary, applies an amount equal to the greater of the net proceeds from the sale of the Sale/Leaseback Transaction are Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined in any manner approved by the Board of Directors) to either (x) the retirement of Funded Debt of the Company (other than Funded Debt subordinated to the Securities) or a Subsidiary; provided, however, that notwithstanding the foregoing, no retirement referred to in this Clause (2) may be effected by payment of maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or (y) purchase of other property which will constitute Principal Property of the Company or its Subsidiaries having a fair market value, in the opinion of the Board of Directors of the Company, at least equal to such property’s the fair market valuevalue of the Principal Property leased in such sale and leaseback transaction, as determined or (3) the lease in such Sale and Leaseback Transaction is for a period, including renewals, of no more than three years, or (4) the lease in such sale and leaseback transaction secures or relates to obligations issued by a state, territory or possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Company’s Board of DirectorsInternal Revenue Service, and the proceeds are applied within 180 days includible (in whole or in part) in gross income of the effective date holder by reason of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in Section 103 (a) above will not apply to a Sale/Leaseback Transaction: (i1) entered into prior to the date of issuance of the Notes; Internal Revenue Code of 1986, as amended (iior any successor to such provision) that exists as in effect at the time any Person that owns property or assets becomes of the issuance of such obligations, or (5) the lease payment obligation is created in connection with a Restricted Subsidiary; project financed with, and such obligation constitutes, a Nonrecourse Obligation, or (iii6) such arrangement is between the Company and a Restricted Wholly-owned Subsidiary or between Restricted Wholly-owned Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into any arrangement relating with any Person to property now owned lease a Principal Property (except for any arrangements that exist on the date the Notes are issued or hereafter acquired whereby either that exist at the Company transfers, time any Person that owns a Principal Property becomes a Restricted Subsidiary) which has been or any Restricted Subsidiary transfers, such property is to a Person and either be sold by the Company or any the Restricted Subsidiary leases it back from to such Person (a “Sale/Leaseback Transaction”), unless: (ia) the sale and leaseback arrangement involves a lease for a term of not more than three years; (b) the sale and leaseback arrangement is entered into between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such the Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness secured by a Lien on the property involved Principal Property at least equal in amount to the transaction in an amount Attributable Debt associated with such Principal Property without having to secure equally and ratably the Notes pursuant to Section 2.08(a) hereof; (d) the proceeds of the sale and leaseback arrangement are at least equal to the Attributable Debt with respect fair market value (as determined by the Board of Directors in good faith) of the Principal Property and the Company applies within 180 days after the sale an amount equal to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) greater of the net proceeds of the Sale/Leaseback Transaction are at least equal sale or the Attributable Debt associated with the Principal Property to such property’s fair market value, as determined by (i) the Company’s Board retirement of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction long-term debt for borrowed money that is not subordinated to the repayment of senior indebtedness of Notes and that is not debt to the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance Subsidiary of the Notes; Company, or (ii) that exists at the time any Person that owns property purchase or assets becomes a Restricted Subsidiarydevelopment of other comparable property; or (iiie) between the Company sale and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset leaseback arrangement is entered into within 270 180 days after the date initial acquisition of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant Principal Property subject to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetssale and leaseback arrangement.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person Sale and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt Lease-Back Transaction with respect to any Principal Property, other than any such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds transaction involving a lease for a term of the Sale/Leaseback Transaction are at least equal to not more than three years of any such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; , unless: (iv1) involving leases for the Company or such Restricted Subsidiary would be entitled to incurs indebtedness secured by a period of no longer than three yearsmortgage 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 Securities, pursuant to Section 1008; or (v2) in which the lease 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 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 property Company or asset is entered into within 270 days a Restricted Subsidiary that matures more than 12 months after the date creation of acquisitionsuch indebtedness or the purchase, completion of construction or commencement development of full operations of such property or asset, whichever is latest. (c) other comparable property. Notwithstanding the restrictions contained aboveoutlined is the preceding paragraph, the Company and its or any Restricted Subsidiaries may Subsidiary will be permitted to enter into a Sale/Leaseback Transaction; 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 (b) above, provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) abovesale and Lease-Back Transactions, together with the aggregate amount of all outstanding Indebtedness debt secured by Liens as mortgages not permitted by clauses (1) through (9) under Section 2.8(b)1008 above, does not at such time exceed 5the greater of $300 million or 10% of Consolidated Total AssetsNet Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Leaseback Transactions. (a) The Company Borrower will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction unless (a) the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: sum of (i) the Company Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt then outstanding pursuant to all other Sale and Leaseback Transactions entered into by the Borrower after April 1, 1986, or such entered into by a Restricted Subsidiary couldafter April 1, at 1986, or, if later, the time date on which it became a Restricted Subsidiary and (iii) the aggregate of entering into all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Loans are secured equally and ratably with (or prior to) such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in Secured Indebtedness) would not exceed 10% of Consolidated Net Tangible Assets or (b) an amount at least equal to the Attributable Debt with respect greater of (i) the net proceeds to the Borrower or the Restricted Subsidiary of the sale of the Principal Property sold and leased back pursuant to such Sale/Sale and Leaseback Transaction, without equally Transaction and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds amount of Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction is applied to the retirement of Funded Debt of the Sale/Leaseback Transaction are at least equal Borrower or any Restricted Subsidiaries (other than Funded Debt which is subordinate to such property’s fair market value, as determined by the Company’s Board of Directors, and Loans or which is owing to the proceeds are applied Borrower or any Restricted Subsidiaries) within 180 days after the consummation of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/such Sale and Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, or any Restricted Subsidiary transfers, such property to a Person and either other Indebtedness ranking equally with the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (ii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) January 15, 2010 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of entering into such transactionSale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, enter into any arrangement relating sell or transfer (except to property now owned or hereafter acquired whereby either the Company transfersor one or more of its Wholly-Owned Subsidiaries, or both) any Restricted Principal Facility owned by it on the date of this Indenture with the intention of taking back a lease of such property, other than a lease for a temporary period not to exceed 36 months with the intent that the use by the Company or such Subsidiary transfers, of the Company of such property to a Person will be discontinued at or before the expiration of such period, unless either: (a) the sum of the aggregate sale price of property involved in sale and either leaseback transactions not otherwise permitted under this Section 10.09 plus the aggregate amount of Indebtedness secured by all Liens not otherwise permitted except under Section 10.08(g) does not exceed 15% of Consolidated Stockholders' Equity; or (b) the Company, within 180 days after the sale and leaseback transaction shall have been made by the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”)of the Company, unless: applies an amount equal to the greater of (i) the Company proceeds of the sale of the Principal Facility sold and leased back in such transaction or such Restricted Subsidiary could, (ii) the fair market value of the Principal Facility sold and leased back at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as which may be conclusively determined by the Company’s Board of DirectorsDirectors of the Company) to the retirement of Notes or other Funded Debt of the Company ranking on a parity with the Notes; provided, and that the proceeds are amount required to be applied to the retirement of Notes or other Funded Debt of the Company pursuant to this clause (b) shall be reduced by (1) the principal amount of any Notes delivered within 180 days of the effective date of the Sale/Leaseback Transaction after such sale and leaseback to the repayment Trustee for retirement and cancellation, and (2) the principal amount of senior indebtedness any other Funded Debt of the Company ranking on a parity with the Notes voluntarily retired by the Company within 180 days after such sale and leaseback, whether or not any Restricted Subsidiary. such retirement of Funded Debt shall be specified as being made pursuant to this clause (b). Notwithstanding the foregoing, no retirement of Funded Debt referred to in this clause (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists may be effected by payment at the time any Person that owns property maturity or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetsany mandatory sinking fund payment or any mandatory prepayment provisions.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, or any Restricted Subsidiary transfers, such property to a Person and either other Indebtedness ranking equally with the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (ii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) March 25, 2013 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of entering into such transactionSale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into any arrangement relating with any Person to property now owned lease a Principal Property (except for any arrangements that exist on the date the Notes are issued or hereafter acquired whereby either that exist at the Company transfers, time any Person that owns a Principal Property becomes a Restricted Subsidiary) which has been or any Restricted Subsidiary transfers, such property is to a Person and either be sold by the Company or any the Restricted Subsidiary leases it back from to such Person (a “Sale/Leaseback Transaction”), unless: (ia) the sale and leaseback arrangement involves a lease for a term of not more than three years; (b) the sale and leaseback arrangement is entered into between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such the Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness secured by a Lien on the property involved Principal Property at least equal in amount to the transaction in an amount Attributable Debt permitted pursuant to Section 2.10 without having to secure equally and ratably the Notes; (d) the proceeds of the sale and leaseback arrangement are at least equal to the Attributable Debt with respect fair market value (as determined by the board of directors of the Company in good faith) of the Principal Property and the Company applies within 180 days after the sale an amount equal to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) greater of the net proceeds of the Sale/Leaseback Transaction are at least equal sale or the Attributable Debt associated with the Principal Property to such property’s fair market value, as determined by %4. the Company’s Board retirement of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction long-term debt for borrowed money that is not subordinated to the repayment of senior indebtedness of Notes and that is not debt to the Company or any Restricted Subsidiary.a Subsidiary of the Company, or %4. the purchase or development of other comparable property; or (be) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company sale and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset leaseback arrangement is entered into within 270 180 days after the date initial acquisition of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant Principal Property subject to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetssale and leaseback arrangement.

Limitations on Sale and Leaseback Transactions. (a) The Company will notshall not itself, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned arrangements after the date of this Indenture with any bank, insurance company or hereafter acquired whereby either the Company transfers, other lender or any Restricted Subsidiary transfers, such property to a Person and either investor (other than the Company or another Restricted Subsidiary) providing for the leasing as lessee by the Company or by any such Restricted Subsidiary leases of any Principal Property (except a lease for a temporary period not to exceed three years (inclusive of renewals) by the end of which it back from is intended the use of such Principal Property by the lessee will be discontinued), which was or is owned by the Company or a Restricted Subsidiary and which has been or is to be sold or transferred by the Company or a Restricted Subsidiary more than 180 days after the completion of construction and commencement of full operation thereof by the Company or such Restricted Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein called a “Sale/"Sale and Leaseback Transaction”), ") unless: (i1) the Company or such Restricted Subsidiary could, would (at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal ) be entitled pursuant to the Attributable Debt with respect to such Sale/Leaseback TransactionClauses (A) through (G) of Section 1008(1), without equally and ratably securing the Notes as described in Section 2.8Notes, to issue, assume or guarantee indebtedness secured by a Lien on such Principal Property; or (ii2) the net proceeds Attributable Debt of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of this Indenture (other than such Sale and Leaseback Transactions as are permitted by Section 1009(1) or (3)), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in clauses (A) through (H) of Section 1008(1)) which do not equally and ratably secure the Notes, would not exceed 15% of Consolidated Net Tangible Assets; or (3) the Company, within 180 days after the sale or transfer: (A) applies or causes a Sale/Leaseback Transaction; provided that Restricted Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or the fair market value of the Principal Property so sold and leased back at the time of entering into such transactionSale and Leaseback Transaction (in either case as determined by the Board of Directors) to the retirement of the Notes or other indebtedness of the Company (other than indebtedness subordinated to the Notes) or indebtedness of a Restricted Subsidiary, after giving effect theretofor money borrowed, having a stated maturity more than 12 months from the aggregate date of such application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application, provided that the amount to be so applied shall be reduced by (i) the principal amount of all Notes delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness of the Company or a Restricted Subsidiary other than Notes voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such sale or transfer; or (B) invest an equal amount, or the amount not so applied pursuant to Clause (A) of this Section 1009(2), in Additional Assets (including investments in Additional Assets by a Restricted Subsidiary). Notwithstanding the foregoing, no retirement referred to in this Section 1009(2) may be affected by payment at Maturity. Notwithstanding the foregoing, where the Company or any Restricted Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could shall not have been entered into pursuant to include any Debt resulting from the restrictions in (a) above, together with guarantee by the aggregate amount Company or any other Restricted Subsidiary of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetsthe lessee's obligation thereunder.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, not and will not permit any Restricted Subsidiary to, to enter into any arrangement relating with any Person to property now owned lease a Principal Property (a “Sale and Leaseback Transaction”) (except for any arrangements that exist on the date the Notes are issued or hereafter acquired whereby either that exist at the Company transfers, time any Person that owns a Principal Property becomes a Restricted Subsidiary) which has been or any Restricted Subsidiary transfers, such property is to a Person and either be sold by the Company or any the Restricted Subsidiary leases it back from to such Person (a “Sale/Leaseback Transaction”), unless: (ia) such Sale and Leaseback arrangement involves a lease for a term of not more than three years; b) such Sale and Leaseback arrangement is entered into between the Company and any Subsidiary or between the Company’s Subsidiaries; c) the Company or such the Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness secured by a Lien on the property involved Principal Property at least equal in amount to the transaction in an amount Attributable Indebtedness permitted pursuant to Section 4.06 without having to secure equally and ratably the Notes; d) the proceeds of such Sale and Leaseback arrangement are at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, value (as determined by the Company’s Board of Directors, Directors in good faith) of the Principal Property and the proceeds are applied Company applies within 180 days after the sale an amount equal to the greater of the effective date net proceeds of the Sale/Leaseback Transaction sale or the Attributable Indebtedness associated with the Principal Property to (i) the retirement of long-term debt for borrowed money that is not subordinated to the repayment of senior indebtedness of Notes and that is not debt to the Company or any Restricted a Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; , or (ii) that exists at the time any Person that owns property purchase or assets becomes a Restricted Subsidiarydevelopment of other comparable property; (iiior e) between the Company sale and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset leaseback arrangement is entered into within 270 180 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant initial acquisition subject to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetssale and leaseback arrangement.

Limitations on Sale and Leaseback Transactions. (a) The Without equally and ratably securing the Securities (together with, if the Company so determines, any other Indebtedness ranking equally with the Securities other than Securities not having the benefit of this provision), the Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either with any Person providing for the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either leasing by the Company or any Restricted Subsidiary leases it back from of any Principal Property now owned or hereafter acquired that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person with the intention of taking back a lease of such property (a “Sale/Sale and Leaseback Transaction”), unless:) unless the terms of such sale or transfer have been determined by the Board of Directors to be fair and arm’s-length and (i) within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or any Restricted Subsidiary, or (ii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/Leaseback Transactionthereof, without equally and ratably securing the Notes as described in Securities pursuant to the provisions of Section 2.8; or 1008, above. The foregoing restriction shall not apply to (iiw) any Sale and Leaseback Transaction for a term of not more than three years including renewals, (x) any Sale and Leaseback Transaction with respect to Principal Property if a binding commitment is entered into with respect to said Sale and Leaseback Transaction within three years after the latest of (1) the net proceeds date of issuance of the Sale/first Series of Securities hereunder or (2) the date when such Principal Property was acquired, (y) any Sale and Leaseback Transaction are at least equal with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of such property was acquired and, if applicable, the Sale/date such property was first placed in operation, or (z) any Sale and Leaseback Transaction to between the repayment of senior indebtedness of Company and any Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or any a Wholly Owned Restricted Subsidiary. (b) The restrictions set forth in Notwithstanding the provisions of subsection (a) above will not apply of this Section 1009, the Company or any Restricted Subsidiary may, in addition to a Sale/Sale and Leaseback Transaction: Transactions permitted by subsection (ia) entered of this Section 1009, enter into prior Sale and Leaseback Transactions without any obligation to the date of issuance retire any Senior Funded Debt of the Notes; (ii) that exists at the time any Person that owns property Company or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisitionprovided that, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of entering into such transactionSale and Leaseback Transactions, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, or any Restricted Subsidiary transfers, such property to a Person and either other Indebtedness ranking equally with the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (ii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) May 1, 2014 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of entering into such transactionSale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The So long as there are Securities of any series Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, enter into directly or indirectly, sell or transfer (other than to the Company or a Subsidiary) any arrangement relating Principal Property (other than a Principal Property sold or transferred to property an industrial development corporation or governmental instrumentality in connection with a revenue or pollution control financing) now owned or hereafter acquired whereby either with the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either intention that the Company or any Restricted Subsidiary leases it shall take back from a lease thereof (other than a lease for a term of not more than three years, a lease entered into solely for tax purposes or a cross-border or defeased lease arrangement) (herein referred to as a sale and leaseback transaction) unless (a) the proceeds of such Person sale shall at least be equal to the fair value (a “Sale/Leaseback Transaction”)as determined in good faith by the Board of Directors) of such Principal Property, unless: and either (b) an amount equal to the cash portion of the net proceeds of such sale shall be applied within 180 days either before or after the effective date of any such transaction (i) to the retirement of Funded Indebtedness (other than any thereof owed to the Company or such Restricted Subsidiary couldany Subsidiary) or (ii) to the retirement of Securities or (iii) to the purchase of property, at facilities or equipment (other than the time of entering into such arrangementproperty, incur Indebtedness secured by a Lien on the property facilities or equipment involved in the transaction in an amount such sale) having a value at least equal to the cash portion of the net proceeds of such sale, or (c) the property, facilities or equipment involved in such sale could have been subjected to a Lien to secure indebtedness in a principal amount equal to the aggregate amount of Attributable Debt with in respect to of such Sale/Leaseback Transaction, sale without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into Securities pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets1005.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Leaseback Transaction with respect to property now any Principal Property owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either by the Company or any such Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”)Subsidiary, unless: (i) the Sale and Leaseback Transaction is solely with the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; orSubsidiary; (ii) the net lease in such Sale and Leaseback Transaction is for a period not in excess of three years; (iii) the lease in such Sale and Leaseback Transaction secures or relates to industrial revenue, pollution control or similar bonds; (iv) the Sale and Leaseback Transaction is entered into prior to or within 12 months after the purchase or acquisition of the Principal Property which is the subject of such Sale and Leaseback Transaction; (v) the Sale and Leaseback Transaction involving property of a Person existing at the time such Person is merged into or consolidated with the Company or a Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company or a Subsidiary; (vi) the proceeds of the Sale/Sale and Leaseback Transaction are at least equal to such property’s the fair market value, value (as determined by the Company’s Board of DirectorsDirectors in good faith) of the Principal Property leased pursuant to such Sale and Leaseback Transaction, and the proceeds are applied so long as within 180 days of the effective date of such Sale and Leaseback Transaction, the Sale/Company or such Restricted Subsidiary apply (or irrevocably commit to an escrow account for the purpose or purposes hereinafter mentioned) an amount equal to the greater of (A) the net proceeds of such sale, and (B) the Attributable Debt of the Company and the Company’s Restricted Subsidiaries in respect of such Sale and Leaseback Transaction to either (x) the purchase of property which shall constitute a Principal Property having a fair value at least equal to the fair value of the Principal Property leased, or (y) the retirement or repayment (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of senior indebtedness any Funded Debt of the Company or a Restricted Subsidiary (other than Funded Debt that is subordinated to the Notes) or preferred stock of any Subsidiary (other than any such Debt owed to or preferred stock owned by the Company or any Subsidiary); provided, however, that in lieu of applying an amount equivalent to all or any part of such net proceeds to such retirement or repayment (or committing such an amount to an escrow account for such purpose), the Company or the Restricted Subsidiary.Subsidiary may deliver to the Trustee outstanding Notes or any other senior debt securities issued pursuant to the Indenture and thereby reduce the amount to be applied pursuant to subclause (y) of this clause (vi) by an amount equivalent to the aggregate principal amount of the Notes or such other debt securities so delivered; (bvii) The restrictions set forth the Sale and Leaseback Transaction involving the extension, renewal or replacement (or successive extensions, renewals or replacements) in (a) above will not apply whole or in part of a lease pursuant to a Sale/Sale and Leaseback Transaction: Transaction referred to in clauses (i) entered into prior through (vi), inclusive, in this Section 3.03; provided, however, that such lease extension, renewal or replacement shall be limited to the date of issuance all or any part of the Notes; (ii) that exists at the time any Person that owns same property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which leased under the lease for the property so extended, renewed or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of replaced (plus improvements to such property or asset, whichever is latest.property); or (cviii) Notwithstanding the restrictions contained above, Attributable Debt of the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time in respect of such transaction, after giving effect thereto, the aggregate amount of Sale and Leaseback Transaction and all Attributable Debt other Sale and Leaseback Transactions with respect to Sale/any Principal Property (not including any Sale and Leaseback Transactions existing at such time that could not have been entered into pursuant to described under any of the restrictions in foregoing clauses (ai) abovethrough (vii) of this Section 3.03), together with plus the aggregate principal amount of all outstanding Indebtedness Debt secured by Liens as permitted upon Principal Properties or Capital Stock or Debt of any Restricted Subsidiary and owned by Section 2.8(b)the Company or any Subsidiary then Outstanding (not including any such Debt secured by Permitted Liens) which do not secure such outstanding securities issued under the Indenture equally and ratably with (or on a basis that is prior to) the other Debt secured thereby, does would not at such time exceed 5the greater of (x) 15% of Consolidated Total AssetsAssets and (y) $750.0 million.

Limitations on Sale and Leaseback Transactions. (a) Unless established in or pursuant to a Board Resolution and, subject to Section 303, set forth in or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, the provisions of this Section 1009 shall apply to each series of Securities issued under this Indenture: The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or with any Person (other than with any Restricted Subsidiary transfers, such property Subsidiary) providing for the leasing to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) of any Principal Property owned or hereafter acquired by the Company or such Restricted Subsidiary could(except for temporary leases for a term, at the time including any renewal thereof, of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally not more than three years and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) 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 (ivherein referred to as a "Sale and Leaseback Transaction") involving leases for a period unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of no longer than three years; (1) clause (1)(a) of Section 1008(a) or (v2) in which the lease for second paragraph of Section 1008(a), to incur Indebtedness secured by a Security Interest on the property to be leased without equally and ratably securing the Securities of that series, or asset is entered into (b) the Company shall, and in any such case the Company covenants that it will, within 270 180 days after the effective date of acquisitionany such arrangement, completion apply an amount equal to the fair value (as determined by the Board of construction or commencement of full operations Directors) of such property to the redemption of Securities that, by their terms, are subject to redemption, or assetto the purchase and retirement of Securities, whichever is latest. or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Securities of that series or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary), or (c) Notwithstanding the restrictions contained above, the Company shall within 180 days after entering into the Sale and its Restricted Subsidiaries may Leaseback Transaction, enter into a Sale/Leaseback Transaction; provided that bona fide commitment or commitments to expend for the acquisition or capital improvement of a Principal Property an amount at least equal to the time fair value (as determined by the Board of Directors) of such transaction, after giving effect thereto, the aggregate amount of all Attributable property. Funded Debt with respect to Sale/Leaseback Transactions existing means any Indebtedness which by its terms matures at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.or is extendable or

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Leaseback Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property unless (a) such Sale and Leaseback Transaction involves a lease for a term of not more than three years; (b) such Sale and Leaseback Transaction is between the Company transfers, or any Restricted and a Subsidiary transfers, such property to a Person and either of the Company or any Restricted Subsidiary leases it back from such Person between Subsidiaries of the Company; (a “Sale/Leaseback Transaction”), unless: (ic) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness indebtedness secured by a Lien on the property such Principal Property involved in the transaction in an amount such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above without equally and ratably securing the Notes as described in Section 2.8Securities of any applicable series pursuant to such covenant; or (iid) the net proceeds of the Sale/such Sale and Leaseback Transaction are at least equal to such property’s the fair market value, value thereof (as determined in good faith by the Company’s Board of Directors, Directors of the Company) and the proceeds are applied within 180 days Company applies an amount equal to the greater of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations net proceeds of such property sale or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/such Sale and Leaseback Transactions existing Transaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of debt for borrowed money of the Company or a Subsidiary of the Company that matures more than 12 months after its creation (other than debt that is subordinated to the Securities or debt to the Company or a Subsidiary of the Company) or (ii) the purchase, construction or development of other comparable property; or (e) such time that could not have been Sale and Leaseback Transaction is entered into pursuant within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case may be, of the Principal Property subject to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.Sale and Leaseback Transaction. ARTICLE ELEVEN REDEMPTION OF SECURITIES

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Leaseback Transaction with respect to property now any Principal Property owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either by the Company or any such Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”)Subsidiary, unless: (i) the Sale and Leaseback Transaction is solely with the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; orSubsidiary; (ii) the net lease in such Sale and Leaseback Transaction is for a period not in excess of three years; (iii) the lease in such Sale and Leaseback Transaction secures or relates to industrial revenue, pollution control or similar bonds; (iv) the Sale and Leaseback Transaction is entered into prior to or within 12 months after the purchase or acquisition of the Principal Property which is the subject of such Sale and Leaseback Transaction; (v) the Sale and Leaseback Transaction involving property of a Person existing at the time such Person is merged into or consolidated with the Company or a Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company or a Subsidiary; (vi) the proceeds of the Sale/Sale and Leaseback Transaction are at least equal to such property’s the fair market value, value (as determined by the Company’s Board of DirectorsDirectors in good faith) of the Principal Property leased pursuant to such Sale and Leaseback Transaction, and the proceeds are applied so long as within 180 days of the effective date of such Sale and Leaseback Transaction, the Sale/Company or such Restricted Subsidiary apply (or irrevocably commit to an escrow account for the purpose or purposes hereinafter mentioned) an amount equal to the greater of (A) net proceeds of such sale, and (B) the Attributable Debt of the Company and the Company’s Restricted Subsidiaries in respect of such Sale and Leaseback Transaction to either (x) the purchase of property which shall constitute a Principal Property having a fair value at least equal to the fair value of the Principal Property leased, or (y) the retirement or repayment (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of senior indebtedness any Funded Debt of the Company or a Restricted Subsidiary (other than Funded Debt that is subordinated to the Notes) or preferred stock of any Subsidiary (other than any such Debt owed to or preferred stock owned by the Company or any Subsidiary); provided, however, that in lieu of applying an amount equivalent to all or any part of such net proceeds to such retirement or repayment (or committing such an amount to an escrow account for such purpose), the Company or the Restricted Subsidiary.Subsidiary may deliver to the Trustee outstanding Notes or any other senior debt securities issued pursuant to the Indenture and thereby reduce the amount to be applied pursuant to subclause (y) of this clause (vi) by an amount equivalent to the aggregate principal amount of the Notes or such other debt securities so delivered; (bvii) The restrictions set forth the Sale and Leaseback Transaction involving the extension, renewal or replacement (or successive extensions, renewals or replacements) in (a) above will not apply whole or in part of a lease pursuant to a Sale/Sale and Leaseback Transaction: Transaction referred to in clauses (i) entered into prior through (vi), inclusive, in this Section 3.03; provided, however, that such lease extension, renewal or replacement shall be limited to the date of issuance all or any part of the Notes; (ii) that exists at the time any Person that owns same property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which leased under the lease for the property so extended, renewed or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of replaced (plus improvements to such property or asset, whichever is latest.property); or (cviii) Notwithstanding the restrictions contained above, Attributable Debt of the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time in respect of such transaction, after giving effect thereto, the aggregate amount of Sale and Leaseback Transaction and all Attributable Debt other Sale and Leaseback Transactions with respect to Sale/any Principal Property (not including any Sale and Leaseback Transactions existing at such time that could not have been entered into pursuant to described under any of the restrictions in foregoing clauses (ai) abovethrough (vii) of this Section 3.03), together with plus the aggregate principal amount of all outstanding Indebtedness Debt secured by Liens as permitted upon Principal Properties or Capital Stock or Debt of any Restricted Subsidiary and owned by Section 2.8(b)the Company or any Subsidiary then Outstanding (not including any such Debt secured by Permitted Liens) which do not secure such outstanding securities issued under the Indenture equally and ratably with (or on a basis that is prior to) the other Debt secured thereby, does would not at such time exceed 5the greater of (x) 15% of Consolidated Total AssetsAssets and (y) $750.0 million.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person Sale and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt Lease-Back Transaction with respect to any Principal Property, other than any such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds transaction involving a lease for a term of the Sale/Leaseback Transaction are at least equal to not more than three years of any such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; , unless: (iv1) involving leases for the Company or such Restricted Subsidiary would be entitled to incurs indebtedness secured by a period of no longer than three yearsmortgage 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 Securities, pursuant to Section 1008; or (v2) in which the lease 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 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 property Company or asset is entered into within 270 days a Restricted Subsidiary that matures more than 12 months after the date creation of acquisitionsuch indebtedness or the purchase, completion of construction or commencement development of full operations of such property or asset, whichever is latest. (c) other comparable property. 66 Notwithstanding the restrictions contained aboveoutlined is the preceding paragraph, the Company and its or any Restricted Subsidiaries may Subsidiary will be permitted to enter into a Sale/Leaseback Transaction; 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 (b) above, provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) abovesale and Lease-Back Transactions, together with the aggregate amount of all outstanding Indebtedness debt secured by Liens as mortgages not permitted by clauses (1) through (9) under Section 2.8(b)1008 above, does not at such time exceed 515% of Consolidated Total AssetsNet Tangible Assets of the company as most recently determined on or prior to such date.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Leaseback Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property unless (a) such Sale and Leaseback Transaction involves a lease for a term of not more than three years; (b) such Sale and Leaseback Transaction is between the Company transfers, or any Restricted and a Subsidiary transfers, such property to a Person and either of the Company or any Restricted Subsidiary leases it back from such Person between Subsidiaries of the Company; (a “Sale/Leaseback Transaction”), unless: (ic) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness indebtedness secured by a Lien on the property such Principal Property involved in the transaction in an amount such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction pursuant to the first sentence of the “Limitations on Liens” covenant in Section 1010 above without equally and ratably securing the Notes as described in Section 2.8Securities of any applicable series pursuant to such covenant; or (iid) the net proceeds of the Sale/such Sale and Leaseback Transaction are at least equal to such property’s the fair market value, value thereof (as determined in good faith by the Company’s Board of Directors, Directors of the Company) and the proceeds are applied within 180 days Company applies an amount equal to the greater of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations net proceeds of such property sale or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/such Sale and Leaseback Transactions existing Transaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of debt for borrowed money of the Company or a Subsidiary of the Company that matures more than 12 months after its creation (other than debt that is subordinated to the Securities or debt to the Company or a Subsidiary of the Company) or (ii) the purchase, construction or development of other comparable property; or (e) such time that could not have been Sale and Leaseback Transaction is entered into pursuant within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case may be, of the Principal Property subject to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.Sale and Leaseback Transaction. Table Of Contents

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, any other Indebtedness ranking equally with the Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or any Restricted Subsidiary transferstransfer, such property to a Person and either the Company or any Restricted Subsidiary leases it back from applies an amount equal to the greater of the net proceeds of such Person sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a “Sale/Leaseback Transaction”)combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, unless:construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (iii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) December 11, 2023 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, create or assume and renew, extend or replace Mortgages, or enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of such transactioncreation, assumption, renewal, extension or replacement of a Mortgage or at the time of entering into such Sale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Leaseback Transaction with respect to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), Principal Property unless: (ia) the Sale and Leaseback Transaction is solely with the Company or another Subsidiary; (b) the lease in such Restricted Subsidiary couldSale and Leaseback Transaction is for a period not in excess of three years, at including renewal rights; (c) the time lease in such Sale and Leaseback Transaction secures or relates to industrial revenue, pollution control or similar bonds; (d) the Sale and Leaseback Transaction is entered into prior to or within 18 months after the purchase or acquisition of entering into the Principal Property which is the subject of such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or; (iie) the net proceeds of the Sale/Sale and Leaseback Transaction are at least equal to such property’s the fair market value, value (as determined by the Company’s Board of Directors, Directors in good faith) of the Principal Property which is the subject of the Sale and the proceeds are applied Leaseback Transaction and prior to or within 180 days after the sale of such Principal Property, the effective date of the Sale/Leaseback Transaction Company applies an amount equal to the repayment greater of senior indebtedness of (A) the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations net proceeds of such property or assetsale, whichever is latest. and (cB) Notwithstanding the restrictions contained above, Attributable Indebtedness of the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time in respect of such transactionSale and Leaseback Transaction to (1) the retirement of long-term Indebtedness that is not subordinated to any Notes and that is not Indebtedness owed to the Company or a Subsidiary, after giving effect thereto, or (2) the aggregate amount purchase of other property which will constitute a Principal Property having a value at least equal to the value of the Principal Property leased; or (f) the Attributable Indebtedness of the Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all Attributable Debt other Sale and Leaseback Transactions with respect to Sale/any Principal Property (not including any Sale and Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in described under any of clauses (a) abovethrough (e) of this Section 4.08), together with plus the aggregate principal amount of all outstanding Indebtedness secured by Liens as permitted upon Principal Properties or Capital Stock or Indebtedness issued by Section 2.8(b)any Restricted Subsidiary and owned by the Company or any Subsidiary then outstanding (not including any such Indebtedness secured by Permitted Liens) which do not secure such Notes equally and ratably with (or on a basis that is prior to) the other Indebtedness secured thereby, does would not at such time exceed 5the greater of $400.0 million and 15% of Consolidated Total Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company Issuer will not, not and will not permit any Restricted Subsidiary to, to enter into any arrangement relating sale and leaseback transaction with respect to property any Property (whether now owned or hereafter acquired whereby either acquired) unless the Company transfers, net proceeds of the sale or any Restricted Subsidiary transfers, transfer of the Property to be leased are at least equal to the fair market value (as determined by the Board of Directors) of such property to a Person Property and either unless the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) the Company Issuer or such Restricted Subsidiary couldwould be entitled under Sections 3.9 and 3.13, at the time of entering into such arrangementto issue, incur Indebtedness assume or guarantee debt secured by a Lien mortgage on the property involved in the transaction such Property in an amount at least equal to the Attributable Debt in respect of such sale and leaseback transaction; PROVIDED, HOWEVER, that the foregoing prohibition does not apply to leases between the Issuer and a Subsidiary or between Subsidiaries or to sales and leasebacks with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted SubsidiaryVendor Financing Programs. (b) The restrictions set forth In connection with a financing secured by the Tandem Mill Collateral in an amount not to exceed $90 million, the Lien in favor of the Trustee for the benefit of the holders of the Securities on the Tandem Mill Collateral shall be subordinated and the cash proceeds of any such financing (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred in connection with the financing and after payment of $25 million to the date lenders under the Credit Facility (the "Credit Facility Repayment") and the release by such lenders under the Credit Facility of issuance their Liens on the Tandem Mill Collateral) must be used in connection with a Permitted Acquisition and the Issuer or any of its Subsidiaries must grant a Lien in favor of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease Trustee for the property benefit of the holders of xxx Xxxxxxxies on the assets and properties so acquired (excluding working capital assets) which Lien may be subordinated only to senior secured Indebtedness incurred to finance or asset is entered into within 270 days after the date of acquisitionrefinance, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained aboveas applicable, the Company Permitted Acquisition and its Restricted Subsidiaries may enter into be pari passu with a Sale/Leaseback Transaction; provided that at Lien granted in favor of the time of such transaction, after giving effect thereto, Bond Trustee to secure the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant Indebtedness relating to the restrictions in (a) aboveSecured Series 2002 Bonds to the extent such Indebtedness is then outstanding; PROVIDED, together with HOWEVER, that such Credit Facility Repayment shall not reduce the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.amount

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction involving any Operating Property, unless within 360 days of the effective date of such Sale and Leaseback Transaction, the Company transfersor such Subsidiary applies or causes to be applied an amount equal to the greater of (i) the fair market value of the Operating Property so sold and leased back at the time of entering into such Sale and Leaseback Transaction (as determined by the Company's Board of Directors) and (ii) the net proceeds of the sale of the Operating Property sold and leased back pursuant to such Sale and Leaseback Transaction, to: (a) the prepayment or any Restricted Subsidiary transfers, such property to a Person and either retirement (other than mandatory prepayment or retirement) of Funded Debt of the Company or any Restricted Subsidiary leases it back from such Person Subsidiary, or (b) the purchase of other property that will constitute Operating Property. The foregoing restriction shall not apply to a “Sale/Sale and Leaseback Transaction”), unlessif: (i) the Company or such Restricted Subsidiary couldwould be entitled to issue, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction assume or guarantee Debt in an amount at least equal to the Attributable Debt with respect of the Sale and Leaseback Transaction secured by the Operating Property without being required to such Sale/Leaseback Transaction, without equally and ratably securing secure the Notes as described in pursuant to Section 2.8; or3.01(a), (ii) the net proceeds of the Sale/such Sale and Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, transaction involves a store and the proceeds are applied occurs within 180 360 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary.Opening; (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) such Sale and Leaseback Transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; , or (iv) involving leases such Sale and Leaseback Transaction involves taking back a lease for a period of no longer than three years; years or less (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latestincluding renewals). (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, or any Restricted Subsidiary transfers, such property to a Person and either other Indebtedness ranking equally with the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (ii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) October 29, 2015 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, create or assume and renew, extend or replace Mortgages, or enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of such transactioncreation, assumption, renewal, extension or replacement of a Mortgage or at the time of entering into such Sale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The If the terms of a particular series of Securities so provide as contemplated by Section 301(12), so long as any Securities of such series remain Outstanding, except as hereinafter provided, the Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned transaction with any bank, insurance company or hereafter acquired whereby either the Company transfersother lender or investor, or to which any Restricted Subsidiary transferssuch bank, such property to company, lender or investor is a Person and either party, providing for the leasing by the Company or a Subsidiary of any Restricted Principal Property which has been or is to be sold or transferred more than 180 days after the latest of the acquisition, completion of construction or commencement of full operation by the Company or a Subsidiary leases it back from to such bank, company, lender or investor, or to any Person to whom funds have been or are to be advanced by such bank, company, lender or investor on the security of such Principal Property (herein referred to as a “Sale/"Sale and Leaseback Transaction”"); provided, unlesshowever, that this covenant shall not apply to any Sale and Leaseback Transaction if: (i1) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness could create Debt secured by a Lien pursuant to Section 1008, excluding from secured Debt in any computation under that Section Debt secured by Liens of the type described in Clauses (1) through (10) thereof, on the property involved in the transaction Principal Property to be leased in an amount at least equal to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction without equally and ratably securing the Notes as described in Section 2.8; Securities, or (ii2) the Company or a Subsidiary, within 180 days after the sale or transfer shall have been made by the Company or by a Subsidiary, applies an amount equal to the greater of the net proceeds from the sale of the Sale/Leaseback Transaction are Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement (as determined in any manner approved by the Board of Directors) to either (x) the retirement of Funded Debt of the Company (other than Funded Debt subordinated to the Securities) or a Subsidiary; provided, however, that notwithstanding the foregoing, no retirement referred to in this Clause (2) may be effected by payment of maturity or pursuant to any mandatory sinking fund payment or 58 50 any mandatory prepayment provision, or (y) purchase of other property which will constitute Principal Property of the Company or its Subsidiaries having a fair market value, in the opinion of the Board of Directors of the Company, at least equal to such property’s the fair market valuevalue of the Principal Property leased in such sale and leaseback transaction, or (3) the lease in such Sale and Leaseback Transaction is for a period, including renewals, of no more than three years, or (4) the lease in such sale and leaseback transaction secures or relates to obligations issued by a state, territory or possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible (in whole or in part) in gross income of the holder by reason of Section 103(a)(1) of the Internal Revenue Code of 1986, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company amended (or any Restricted Subsidiary. (bsuccessor to such provision) The restrictions set forth as in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists effect at the time any Person that owns property or assets becomes of the issuance of such obligations, or (5) the lease payment obligation is created in connection with a Restricted Subsidiary; project financed with, and such obligation constitutes, a Nonrecourse Obligation, or (iii6) such arrangement is between the Company and a Restricted Wholly- owned Subsidiary or between Restricted Wholly-owned Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company Issuer will not, not and will not permit any Restricted Subsidiary to, to enter into any arrangement relating sale and leaseback transaction with respect to property any Property (whether now owned or hereafter acquired whereby either acquired) unless the Company transfers, net proceeds of the sale or any Restricted Subsidiary transfers, transfer of the Property to be leased are at least equal to the fair market value (as determined by the Board of Directors) of such property to a Person Property and either unless the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) the Company Issuer or such Restricted Subsidiary couldwould be entitled under Sections 3.9 and 3.13, at the time of entering into such arrangementto issue, incur Indebtedness assume or guarantee debt secured by a Lien mortgage on the property involved in the transaction such Property in an amount at least equal to the Attributable Debt in respect of such sale and leaseback transaction; provided, however, that the foregoing prohibition does not apply to leases between the Issuer and a Subsidiary or between Subsidiaries or to sales and leasebacks with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted SubsidiaryVendor Financing Programs. (b) The restrictions set forth In connection with a financing secured by the Tandem Mill Collateral in an amount not to exceed $90 million, the Lien in favor of the Trustee for the benefit of the holders of the Securities on the Tandem Mill Collateral shall be subordinated and the cash proceeds of any such financing (anet of all legal, title and recording tax expenses, commissions and other fees and expenses incurred in connection with the financing and after payment of $25 million to the lenders under the Credit Facility (the "Credit Facility Repayment") above will and the release by such lenders under the Credit Facility of their Liens on the Tandem Mill Collateral) must be used in connection with a Permitted Acquisition and the Issuer or any of its Subsidiaries must xxxxx x Xxxx in favor of the Trustee for the benefit of the holders of the Securities on the assets and properties so acquired (excluding working capital assets) which Lien may be subordinated only to senior secured Indebtedness incurred to finance or refinance, as applicable, the Permitted Acquisition and may be pari passu with a Lien granted in favor of the Bond Trustee to secure the Indebtedness relating to the Secured Series 2002 Bonds to the extent such Indebtedness is then outstanding; provided, however, that such Credit Facility Repayment shall not apply reduce the amount of Permitted Working Capital Indebtedness. In connection with a sale and leaseback transaction with respect to the Tandem Mill Collateral, the Lien in favor of the Trustee for the benefit of the holders of the Securities may be released and terminated and the cash proceeds received by the Issuer (net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred in connection with the sale and leaseback transaction and any capital gains taxes incurred as a Sale/Leaseback Transactionconsequence of such transaction) shall be applied, at the election of the Issuer, as follows: (i) entered into prior to finance or refinance a Permitted Acquisition permitted under clause (ix) of the definition of Permitted Indebtedness, provided that the Issuer grants in favor of the Trustee for the benefit of the holders of the Securities a Lien on the assets and properties so acquired (excluding working capital assets) which Lien may be subordinated only to senior secured Indebtedness incurred to finance or refinance, as applicable, the Permitted Acquisition and may be pari passu with a Lien granted in favor of the Bond Trustee to secure the Indebtedness relating to the date of issuance of Secured Series 2002 Bonds to the Notesextent such Indebtedness is then outstanding; or (ii) that exists for purposes other than a Permitted Acquisition so long as not less than fifty percent (50%) of such cash proceeds are applied by the Issuer, at its election, to (A) redeem or purchase the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; Series C Preferred Stock or (vB) make an offer to purchase Securities and Secured Series 2002 Bonds on a pari passu basis and in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together accordance with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by procedures governing an Asset Disposition Offer set forth in Section 2.8(b3.12(b)(iii), does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Lease-Back Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property, other than any such transaction involving a lease for a term of not more than three years of any such transaction between the Company transfers, or any and a -58- 66 Restricted Subsidiary transfers, such property to a Person and either the Company or any between Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”)Subsidiaries, unless: : (i1) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness would be entitled to incurs indebtedness secured by a Lien mortgage on the property Principal Property involved in the such transaction in an amount at least equal in amount to the Attributable Debt with respect to such Sale/Leaseback Sale and Lease-Back Transaction, without equally and ratably securing the Notes as described in Securities, pursuant to Section 2.81008; or or (ii2) the Company shall apply an amount equal to the greater of the net proceeds of such sale or the Sale/Leaseback Transaction are at least equal Attributable Debt with respect to such property’s fair market value, as determined by the Company’s Board of Directors, Sale and the proceeds are applied Lease-Back Transaction within 180 days of such sale to either (or a combination of) the effective date retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Sale/Leaseback Transaction to Company or a Restricted Subsidiary that matures more than 12 months after the repayment creation of senior such indebtedness or the purchase, construction or development of other comparable property. Notwithstanding the restrictions outlined is the preceding paragraph, the Company or any Restricted Subsidiary. Subsidiary 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 (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) abovesale and Lease-Back Transactions, together with the aggregate amount of all outstanding Indebtedness debt secured by Liens as mortgages not permitted by clauses (1) through (9) under Section 2.8(b)1008 above, does not at such time exceed 5the greater of $300 million or 10% of Consolidated Total AssetsNet Tangible Assets of the company as most recently determined on or prior to such date.

Limitations on Sale and Leaseback Transactions. (a) The Company covenants and agrees that, for so long as any Notes are Outstanding, neither it nor any Principal Domestic Subsidiary will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transferswith any Person, or to which any Restricted Subsidiary transferssuch Person is a party, such property providing for the leasing to a Person and either the Company or any Restricted a Principal Domestic Subsidiary leases it back from for a period of more than three years of Principal Property which has been or is to be sold or transferred by the Company or such Principal Domestic Subsidiary to such Person or to any other Person, and with respect to which the funds have been or are to be advanced by such Person on the security of the leased Principal Property (in this Article Eleven called a “Sale/Sale and Leaseback Transaction”), unless) unless either: (i1) the Company or such Restricted Principal Domestic Subsidiary couldwould be entitled, at the time of entering into such arrangementpursuant to Section 11.01 above, to incur Indebtedness indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal Principal Property to the Attributable Debt with respect to such Sale/Leaseback Transactionbe leased, without equally and ratably securing the Notes as described in Section 2.8; and any other series of Securities then Outstanding, or (ii2) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market valueCompany, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of 12 months after the effective date of the Sale/such Sale and Leaseback Transaction to the repayment of senior indebtedness of (whether made by the Company or any Restricted a Principal Domestic Subsidiary. (b) The restrictions set forth in (a) above will not apply applies an amount equal to a Sale/the Attributable Indebtedness from such Sale and Leaseback Transaction: Transaction (i) entered into prior to the date indirect or direct acquisition, construction, improvement or expansion of issuance other property that will constitute Principal Property, including through the acquisition of the Notes; a Principal Domestic Subsidiary or (ii) to the voluntary retirement of Funded Debt; provided, however, that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; amount to be applied to the retirement of Funded Debt shall be reduced by (iiiA) between the principal amount of Securities delivered, within 12 months after the effective date of such Sale and Leaseback Transaction, to the Trustee for retirement and cancellation and (B) the principal amount of other Funded Debt voluntarily retired by the Company within such 12-month period, excluding retirements of Securities and a Restricted Subsidiary other Funded Debt pursuant to mandatory sinking fund or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; prepayment provisions or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) by payment at maturity. Notwithstanding the restrictions contained abovepreceding provisions of this Section 11.02, the Company and its Restricted Subsidiaries any Principal Domestic Subsidiary may enter into a Sale/any Sale and Leaseback Transaction; provided Transaction that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could is not have been entered into pursuant to the restrictions in excepted above (a) abovewith any of HLS, HEP or any of their respective subsidiaries without any limitation, or (b) provided that the Attributable Indebtedness from such Sale and Leaseback Transaction, together with the aggregate principal amount of all then outstanding Indebtedness indebtedness (other than Securities issued under the Indenture) secured by Liens as permitted by Section 2.8(b)(other than Permitted Liens) upon Principal Properties, does not at such time exceed 515% of the Consolidated Total AssetsAdjusted Net Assets of the Company and its Subsidiaries.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Subsidiary) providing for the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either leasing y the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) of any Operating Property or Operating Asset now owned or hereafter acquired which has been or is to be sold or transferred by the Company or such Restricted Subsidiary couldto such Person with the intention of taking back a lease of such property (a "Sale and Leaseback Transaction") unless (i) such transaction involves a lease or right to possession or use for a temporary period not to exceed three years following such sale, at by the time end of entering into which it is intended that the use of such arrangementproperty by the lessee will be discontinued, incur (ii) the Company or a Restricted Subsidiary would, on the effective date of such transaction, be entitled, pursuant to the provisions of Section 1004(a) hereof, to issue, assume or guarantee Indebtedness secured by a Lien Mortgage on the such property involved in the transaction in an amount at least equal in amount to the Attributable Debt with in respect to of such Sale/Sale and Leaseback Transaction, Transaction without equally and ratably securing the Notes as described in Section 2.8; or Securities, or (iiiii) if the net proceeds of the Sale/Leaseback Transaction such sale ((a)) are at least equal to or greater than the fair market value of such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds (b) are applied within 180 days 360 day to either the purchase or acquisition of fixed assets or equipment used in the effective date operation of its business or the Sale/Leaseback Transaction construction of improvements on real property or to the repayment of senior indebtedness Senior Funded Debt of the Company or any Restricted Subsidiary. (b) The restrictions set forth in Notwithstanding the provisions of Subsection (a) above will not apply of this Section 1005, the Company or any Restricted Subsidiary may enter into Sale and Leaseback Transactions in addition to a Sale/Leaseback Transaction: those permitted by paragraph (ia) entered into prior of this Section 1005, and without any obligation to the date of issuance retire any Senior Funded Debt of the Notes; (ii) that exists at the time any Person that owns property Company or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisitionprovided that, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of entering into such transactionSale and Leaseback Transactions, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, any other Indebtedness ranking equally with the Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or any Restricted Subsidiary transferstransfer, such property to a Person and either the Company or any Restricted Subsidiary leases it back from applies an amount equal to the greater of the net proceeds of such Person sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a “Sale/Leaseback Transaction”)combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, unless:construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (iii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) January 18, 2017 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, create or assume and renew, extend or replace Mortgages, or enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of such transactioncreation, assumption, renewal, extension or replacement of a Mortgage or at the time of entering into such Sale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Leaseback Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property unless (a) such Sale and Leaseback Transaction involves a lease for a term of not more than three years; (b) such Sale and Leaseback Transaction is between the Company transfers, or any Restricted and a Subsidiary transfers, such property to a Person and either of the Company or any Restricted Subsidiary leases it back from such Person between Subsidiaries of the Company; (a “Sale/Leaseback Transaction”), unless: (ic) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness indebtedness secured by a Lien on the property such Principal Property involved in the transaction in an amount such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction pursuant to the first sentence of the “Limitations on Liens” covenant in Section 1010 above without equally and ratably securing the Notes as described in Section 2.8Securities of any applicable series pursuant to such covenant; or (iid) the net proceeds of the Sale/such Sale and Leaseback Transaction are at least equal to such property’s the fair market value, value thereof (as determined in good faith by the Company’s Board of Directors, Directors of the Company) and the proceeds are applied within 180 days Company applies an amount equal to the greater of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations net proceeds of such property sale or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/such Sale and Leaseback Transactions existing Transaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of debt for borrowed money of the Company or a Subsidiary of the Company that matures more than 12 months after its creation (other than debt that is subordinated to the Securities or debt to the Company or a Subsidiary of the Company) or (ii) the purchase, construction or development of other comparable property; or (e) such time that could not have been Sale and Leaseback Transaction is entered into pursuant within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case may be, of the Principal Property subject to the restrictions such Sale and Leaseback Transaction. Table of Contents SECTION 1101. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens except as permitted otherwise specified as contemplated by Section 2.8(b), does not at such time exceed 5% 301 for Securities of Consolidated Total Assetsany series) in accordance with this Article.

Limitations on Sale and Leaseback Transactions. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to Sale and Leaseback Transaction (except for a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: period not exceeding 36 months) unless (i) the Company Issuer or such Restricted Subsidiary could, at the time of entering would be entitled to enter into such arrangement, incur Indebtedness secured by a Lien on Sale and Leaseback Transaction pursuant to the property involved provisions described in the transaction in an amount at least equal to the Attributable Debt with respect second paragraph of Section 3.06 or, if after giving effect to such Sale/Sale and Leaseback Transaction, the sum of: (a) the amount of all Debt secured by all Liens incurred on or after the date of the Indenture and otherwise prohibited by Section 3.06 and (b) the Attributable Value of Sale and Leaseback Transactions entered into on or after the date of the Indenture and otherwise prohibited by Section 3.07 does not exceed 15% of the Consolidated Net Worth without equally and ratably securing the Notes as described in Section 2.8; or Debt Securities or (ii) the net proceeds Issuer or a Subsidiary of the Sale/Leaseback Issuer applies, within 90 days after the related Sale Transaction, an amount equal 26 34 to the Net Available Proceeds of such Sale Transaction (a) to the redemption of Debt Securities or, to the extent Debt Securities are at least equal not then redeemable, to the retirement of Debt Securities, of other Issuer Debt that is pari passu with the Debt Securities or of Subsidiary Debt or, to the extent there is no such Issuer Debt or Subsidiary Debt, other Issuer Debt or (b) to the purchase of property’s , securities, or other assets (other than cash or cash equivalents) having a fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transactionpurchase, after giving effect theretoat least equal to the Net Available Proceeds of such sale and which will be used (or, in the aggregate amount case of all Attributable any securities, are capital stock issued by a company engaged) in the business of the Issuer and its Restricted Subsidiaries as then being conducted. Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into Securities redeemed or otherwise retired pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens provision described above may not be used as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetscredits against any sinking fund obligations.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement relating sale and leaseback transaction with respect to property any Property (whether now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either acquired) of the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: its Subsidiaries unless (i) the Company net proceeds of the sale or such Restricted Subsidiary could, at the time transfer of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount to be leased are at least equal to the Attributable Debt with respect fair market value (as determined by the Board of Directors) of such Property and (ii) the Company or any Subsidiary of the Company would be entitled to create a Lien on any such Property subject to such Sale/Leaseback Transaction, sale and leaseback transaction without equally and ratably securing the Notes as described in Bonds pursuant to Section 2.85.5; or (ii) provided, however, that the net proceeds of foregoing prohibition does not apply to leases between the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, Company and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness a Subsidiary of the Company or any Restricted Subsidiarybetween Subsidiaries of the Company or to sales and leaseback transactions with respect to the Vendor Financing Programs or with respect to the Tandem Mill Collateral as provided for below. (b) The restrictions set forth In connection with a financing secured by the Tandem Mill Collateral in an amount not to exceed $90 million, the Lien in favor of the Trustee, for the benefit of the holders of the Bonds, on the Tandem Mill Collateral shall be subordinated and the cash proceeds of any such financing (anet of all legal, title and recording tax expenses, commissions and other fees and expenses incurred in connection with the financing and after payment of $25 million to the lenders under the Credit Facility and the release by such lenders under the Credit Facility of their Liens on the Tandem Mill Collateral) above will not apply must be used in connection with a Permitted Acquisition and the Company or any of its Subsidiaries hereby covenants to grant a Sale/Leaseback TransactionLien in favor of the Trustee, for the benefit of the holders xx xxx Xxxxs, on the assets and properties so acquired (excluding working capital assets) which Lien may be subordinated only to senior secured Indebtedness incurred to finance or refinance, as applicable, the Permitted Acquisition and may be pari passu with a Lien granted in favor of the Notes Trustee to secure the Notes Debt to the extent the Notes Debt is then outstanding. In connection with a sale and leaseback transaction with respect to the Tandem Mill Collateral, the Lien in favor of the Trustee, for the benefit of the holders of the Bonds, may be released and terminated and the cash proceeds received by the Company (net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred in connection with the sale and leaseback transaction and any capital gains taxes incurred as a consequence of such transaction) shall be applied, at the election of the Company, as follows: (i) entered into prior to finance or refinance a Permitted Acquisition, provided that the Company grants in favor of the Trustee, for the benefit of the holders of the Bonds, a Lien on the assets and properties so acquired (excluding working capital assets) which Lien may be subordinated only to senior secured Indebtedness incurred to finance or refinance, as applicable, the Permitted Acquisition and may be pari passu with a Lien granted in favor or the Notes Trustee to secure the Notes Debt to the date of issuance of extent the Notes; Notes Debt is then outstanding, or (ii) to make an investment in replacement properties and assets that exists at will be used in the time any Person that owns property business of making, processing or assets becomes distributing steel products, including, without limitation, tin products or other coated steel products and related businesses, and grant in favor of Trustee, for the benefit of the holders of the Bonds a Restricted Subsidiary; Lien on such replacement properties and assets, which Lien may be subordinated only to senior secured Indebtedness incurred to finance or refinance such replacement properties and assets, or (iii) between for purposes other than clauses (i) or (ii) above so long as not less than fifty percent (50%) of such cash proceeds after application to clauses (i) or (ii) are applied by the Company Company, at its election, to (A) redeem or repurchase the Series C Preferred Stock or (B) prepay the Bond Loan and redeem Bonds in accordance with Section 3.01(d) of the Indenture with respect to the Bonds and, to the extent the Notes Debt is then outstanding, to purchase Senior Secured Notes on a Restricted Subsidiary or between Restricted Subsidiariespari passu basis in accordance with the Notes Indenture); (iv) involving leases for a period of provided, however, that if the Senior Secured Notes are no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that outstanding at the time of any such transaction, after giving effect theretoelection as described in this clause (B), the aggregate amount Company shall be required to apply ten percent (10%) of all Attributable Debt with respect such cash proceeds to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant prepay the Bond Loan and redeem Bonds. Subject to the restrictions Intercreditor Agreement, such proceeds in clauses (ai) aboveand (ii) above shall be placed in and shall remain in a Pledged Account (which Pledged Account may also secure, together with on a pari passu basis, Notes Debt to the aggregate amount extent then outstanding) and shall be released to the Company as required to make the Permitted Acquisition or permit the purchase of all outstanding Indebtedness secured by Liens such replacement assets, as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetsapplicable.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, or any Restricted Subsidiary transfers, such property to a Person and either other Indebtedness ranking equally with the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (ii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) September 16, 2011 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of entering into such transactionSale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company covenants and agrees that neither it nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or with any Restricted Subsidiary transfers, such property to a Person and either (other than the Company or a Subsidiary), or to which any Restricted Subsidiary leases it back from such Person is a party, providing for the leasing to the Company or a Subsidiary for a period of more than three years of Principal Property which has been or is to be sold or transferred by the Company or such Subsidiary to such Person or to any other Person (other than the Company or a “Sale/Leaseback Transaction”Subsidiary), unlessand with respect to which the funds have been or are to be advanced by such Person on the security of the leased Principal Property (in this Article Eleven called "Sale and Leaseback Transactions") unless either: (i) the Company or such Restricted Subsidiary couldwould be entitled, at the time of entering into such arrangementpursuant to Section 1101, to incur Indebtedness indebtedness secured by a Lien Mortgage on the property involved in the transaction in an amount at least equal Principal Property to the Attributable Debt with respect to such Sale/Leaseback Transactionbe leased, without equally and ratably securing the Notes as described in Section 2.8; Securities, or (ii) the net proceeds Company during or immediately after the expiration of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 120 days of after the effective date of the Sale/such Sale and Leaseback Transaction to the repayment of senior indebtedness of (whether made by the Company or any Restricted a Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior applies an amount equal to the date value of issuance such Sale and Leaseback Transaction (A) to 55 the purchase of the Notes; (ii) other property that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; will constitute Principal Property or (vB) in which to the lease for voluntary retirement of Funded Debt; provided, however, that the property or asset is entered into amount to be applied to the retirement of Funded Debt shall be reduced by (A) the principal amount of Securities delivered, within 270 120-days after the effective date of acquisitionsuch Sale and Leaseback Transaction, completion to the Trustee for retirement and cancellation and (B) the principal amount of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, other Funded Debt voluntarily retired by the Company within such 120-day period, excluding retirements of Securities and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable other Funded Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured mandatory sinking fund or prepayment provisions or by Liens as permitted by Section 2.8(b), does not payment at such time exceed 5% of Consolidated Total Assetsmaturity.

Limitations on Sale and Leaseback Transactions. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction after the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”)Issue Date, unless: (i1) the Company Issuer or such the relevant Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on receives Fair Market Value for the property involved in sold (it being understood that, for the transaction in avoidance of doubt, fair value may take into account all circumstances of the Sale and Leaseback Transaction, including, without limitation, the lease back arrangement); and (2) the Issuer or a Restricted Subsidiary, within 365 days after the completion of the Sale and Leaseback Transaction, applies, or enters into a definitive agreement to apply, an amount at least equal to the Attributable Debt with respect net proceeds therefrom either: (i) to such Sale/Leaseback Transactionthe redemption, without equally and ratably securing repayment or other retirement for value of (a) the Notes or (b) any Indebtedness of the Issuer or any Restricted Subsidiary that is for borrowed money or is evidenced by a bond, note, debenture, guarantee or similar instrument (other than a trade payable or a current liability arising in the ordinary course of business) and which Indebtedness ranks equally in right of payment with the Notes or a Guarantee, as described in Section 2.8applicable; or or (ii) to the net proceeds purchase by the Issuer or a Restricted Subsidiary of property used in the trade or business of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company Issuer or any Restricted Subsidiary. . Any Sale and Leaseback Transaction that fulfills the requirements of clauses (b1) The restrictions set forth in and (a2) above will not apply to is a Sale/“Permitted Sale and Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above” In addition, the Company Issuer and its the Restricted Subsidiaries may enter into a Sale/Sale and Leaseback Transaction; provided that at Transaction if immediately thereafter the time sum of such transaction, after giving effect thereto, (a) the aggregate principal amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in secured Indebtedness outstanding (a) above, together with the aggregate amount of all outstanding excluding Indebtedness secured by Permitted Liens and any Equal and Ratable Secured Indebtedness) and (b) all Attributable Indebtedness in respect of Sale and Leaseback Transactions (excluding Attributable Indebtedness in respect of Permitted Sale and Leaseback Transactions) as permitted by Section 2.8(b), does of the date of determination would not at such time exceed 520% of Consolidated Total AssetsTangible Assets as of such date.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Material Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either with any Person providing for the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either leasing by the Company or any Restricted Material Subsidiary leases it of any Principal Property that has been or is to be sold or transferred by the Company or such Material Subsidiary to such person with the intention of taking back from a lease of such Person property (a “Sale/Sale and Leaseback Transaction”), unless: (i) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in paragraph (a) above will in this Section 3.03 shall not apply to a Sale/Leaseback Transaction: if: (i) entered into prior the Company or such Material Subsidiary would be entitled to incur indebtedness at least equal in amount to the date Attributable Debt with respect to such Sale and Leaseback Transaction secured by a Lien on such Principal Property pursuant to clauses (i) through (v) of issuance Section 3.02(b) of this Sixth Supplemental Indenture without equally and ratably securing the Notes; ; (ii) that exists an amount equal to the greater of (1) the net proceeds of the sale or transfer and (2) the Attributable Debt of the Principal Property sold (as determined by the Company) is applied within 180 days to the voluntary retirement of Notes or other indebtedness of the Company (other than indebtedness subordinated to the Notes) or a Material Subsidiary, for money borrowed, maturing more than 12 months after the voluntary retirement; (iii) the lease is executed at the time any Person that owns property of, or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days 12 months after the date of latest of, the acquisition, the completion of construction or improvement or the commencement of full operations substantial commercial operation of the applicable Principal Property; (iv) the lease payment in such property Sale and Leaseback Transaction is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation; (v) the lease is for a period not exceeding three years; or (vi) the lease is with the Company or asset, whichever is latestanother Material Subsidiary. (c) Notwithstanding the restrictions contained aboveset forth in paragraph (a) in this Section 3.03, the Company or any of its subsidiaries may enter into a Sale and Leaseback Transaction that would otherwise be subject to such restrictions if, after giving effect thereto and at the time of determination, the sum of (i) the aggregate principal amount of indebtedness of the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at subsidiaries secured by Liens permitted solely pursuant to Section 3.02(b)(vi) hereof and (ii) the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its subsidiaries with respect to Sale/such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (athis Section 3.03(c) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of the Company’s Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company Waste Management will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating with any Person (other than with any Restricted Subsidiary) providing for the leasing to property now Waste Management or any Restricted Subsidiary of any Principal Property owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) the Company by Waste Management or such Restricted Subsidiary could(except for temporary leases for a term, at the time including any renewal thereof, of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally not more than three years and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) except for leases between the Company Waste Management and a Restricted Subsidiary or between Restricted Subsidiaries; ), which Principal Property has been or is to be sold or transferred by Waste Management or such Restricted Subsidiary to such person (ivherein referred to as a "Sale and Leaseback Transaction") involving leases for a period unless (a) Waste Management or such Restricted Subsidiary would be entitled, pursuant to the provisions of no longer than three years; (i) clause (1)(a) of Section 5.02(a) or (vii) in which the lease for second paragraph of Section 5.02(a), to incur Indebtedness secured by a Security Interest on the property to be leased without equally and ratably securing the Obligations, or asset is entered into (b) Waste Management shall, and in any such case Waste Management covenants that it will, within 270 180 days after the effective date of acquisitionany such arrangement, completion deliver to the Owner Trustee, cash collateral for deposit in a cash collateral account in an amount equal to the fair value (as determined by the Board of construction or commencement of full operations Directors) of such property (such deposit to be held by the Indenture Trustee as security for, and to provide for the payment of, the Obligations), or asset, whichever is latest. (c) Notwithstanding Waste Management shall within 180 days after entering into the restrictions contained aboveSale and Leaseback Transaction, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that bona fide commitment or commitments to expend for the acquisition or capital improvement of a Principal Property an amount at least equal to the time fair value (as determined by the Board of Directors) of such transactionproperty. Notwithstanding the foregoing, after giving Waste Management may, and may permit any Restricted Subsidiary to, effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/any Sale and Leaseback Transactions existing at such time Transaction that could is not have been entered into acceptable pursuant to the restrictions in clauses (a) abovethrough (c), inclusive, of this Section 5.03, provided that the Attributable Debt associated with such Sale and Leaseback Transaction, together with the aggregate principal amount of all outstanding Indebtedness debt secured by Liens as permitted by Security Interests upon Principal Property not acceptable pursuant to clauses (1) through (12) of Section 2.8(b)5.02, does inclusive, do not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, enter into any arrangement relating sale and leaseback transaction with respect to property any Property (whether now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either acquired) of the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: its Subsidiaries unless (i) the Company net proceeds of the sale or such Restricted Subsidiary could, at the time transfer of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount to be leased are at least equal to the Attributable Debt with respect fair market value (as determined by the Board of Directors) of such Property and (ii) the Company or any Subsidiary of the Company would be entitled to create a Lien on any such Property subject to such Sale/Leaseback Transaction, sale and leaseback transaction without equally and ratably securing the Notes as described in Bonds pursuant to Section 2.85.5; or (ii) provided, however, that the net proceeds of foregoing prohibition does not apply to leases between the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, Company and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness a Subsidiary of the Company or any Restricted Subsidiarybetween Subsidiaries of the Company or to sales and leaseback transactions with respect to the Vendor Financing Programs or with respect to the Tandem Mill Collateral as provided for below. (b) The restrictions set forth In connection with a financing secured by the Tandem Mill Collateral in an amount not to exceed $90 million, the Lien in favor of the Trustee, for the benefit of the holders of the Bonds, on the Tandem Mill Collateral shall be subordinated and the cash proceeds of any such financing (anet of all legal, title and recording tax expenses, commissions and other fees and expenses incurred in connection with the financing and after payment of $25 million to the lenders under the Credit Facility and the release by such lenders under the Credit Facility of their Liens on the Tandem Mill Collateral) above will not apply must be used in connection with a Permitted Acquisition and the Company or any of its Subsidiaries hereby covenants to grant a Sale/Leaseback TransactionLien in favor of the Trustee, for the benefit of the holders xx xxx Xxxxx, on the assets and properties so acquired (excluding working capital assets) which Lien may be subordinated only to senior secured Indebtedness incurred to finance or refinance, as applicable, the Permitted Acquisition and may be pari passu with a Lien granted in favor of the Notes Trustee to secure the Notes Debt to the extent the Notes Debt is then outstanding. In connection with a sale and leaseback transaction with respect to the Tandem Mill Collateral, the Lien in favor of the Trustee, for the benefit of the holders of the Bonds, may be released and terminated and the cash proceeds received by the Company (net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred in connection with the sale and leaseback transaction and any capital gains taxes incurred as a consequence of such transaction) shall be applied, at the election of the Company, as follows: (i) entered into prior to finance or refinance a Permitted Acquisition, provided that the Company grants in favor of the Trustee, for the benefit of the holders of the Bonds, a Lien on the assets and properties so acquired (excluding working capital assets) which Lien may be subordinated only to senior secured Indebtedness incurred to finance or refinance, as applicable, the Permitted Acquisition and may be pari passu with a Lien granted in favor or the Notes Trustee to secure the Notes Debt to the date of issuance of extent the Notes; Notes Debt is then outstanding, or (ii) to make an investment in replacement properties and assets that exists at will be used in the time any Person that owns property business of making, processing or assets becomes distributing steel products, including, without limitation, tin products or other coated steel products and related businesses, and grant in favor of Trustee, for the benefit of the holders of the Bonds a Restricted Subsidiary; Lien on such replacement properties and assets, which Lien may be subordinated only to senior secured Indebtedness incurred to finance or refinance such replacement properties and assets, or (iii) between for purposes other than clauses (i) or (ii) above so long as not less than fifty percent (50%) of such cash proceeds after application to clauses (i) or (ii) are applied by the Company Company, at its election, to (A) redeem or repurchase the Series C Preferred Stock or (B) prepay the Bond Loan and redeem Bonds in accordance with Section 3.01(d) of the Indenture with respect to the Bonds and, to the extent the Notes Debt is then outstanding, to purchase Senior Secured Notes on a Restricted Subsidiary or between Restricted Subsidiariespari passu basis in accordance with the Notes Indenture); (iv) involving leases for a period of provided, however, that if the Senior Secured Notes are no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that outstanding at the time of any such transaction, after giving effect theretoelection as described in this clause (B), the aggregate amount Company shall be required to apply ten percent (10%) of all Attributable Debt with respect such cash proceeds to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant prepay the Bond Loan and redeem Bonds. Subject to the restrictions Intercreditor Agreement, such proceeds in clauses (ai) aboveand (ii) above shall be placed in and shall remain in a Pledged Account (which Pledged Account may also secure, together with on a pari passu basis, Notes Debt to the aggregate amount extent then outstanding) and shall be released to the Company as required to make the Permitted Acquisition or permit the purchase of all outstanding Indebtedness secured by Liens such replacement assets, as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetsapplicable.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either with any person providing for the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either leasing by the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) of any Operating Property or Operating Asset now owned or hereafter acquired which has been or is to be sold or transferred by the Company or such Restricted Subsidiary couldto such Person with the intention of taking back a lease of such property (a "Sale and Leaseback Transaction") unless (i) such transaction involves a lease or right to possession or use for a temporary period not to exceed three years following such sale, at by the time end of entering into which it is intended that the use of such arrangementproperty by the lessee will be discontinued, incur (ii) the Company or a Restricted Subsidiary would, on the effective date of such transaction, be entitled, pursuant to the provisions of Section 1004(a) hereof, to issue, assume or guarantee Indebtedness secured by a Lien Mortgage on the such property involved in the transaction in an amount at least equal in amount to the Attributable Debt with in respect to of such Sale/Sale and Leaseback Transaction, Transaction without equally and ratably securing the Notes as described in Section 2.8; or Securities, or (iiiii) if the net proceeds of the Sale/Leaseback Transaction such sale ((a)) are at least equal to or greater than the fair market value of such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds (b) are applied within 180 days 360 day to either the purchase or acquisition of fixed assets or equipment used in the effective date operation of its business or the Sale/Leaseback Transaction construction of improvements on real property or to the repayment of senior indebtedness Senior Funded Debt of the Company or any Restricted Subsidiary. (b) The restrictions set forth in Notwithstanding the provisions of Subsection (a) above will not apply of this Section 1005, the Company or any Restricted Subsidiary may enter into Sale and Leaseback Transactions in addition to a Sale/Leaseback Transaction: those permitted by paragraph (ia) entered into prior of this Section 1005, and without any obligation to the date of issuance retire any Senior Funded Debt of the Notes; (ii) that exists at the time any Person that owns property Company or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisitionprovided that, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of entering into such transactionSale and Leaseback Transactions, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person Sale and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt Lease-Back Transaction with respect to any Principal Property, other than any such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds transaction involving a lease for a term of the Sale/Leaseback Transaction are at least equal to not more than three years of any such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; , unless: (iv1) involving leases for the Company or such Restricted Subsidiary would be entitled to incurs indebtedness secured by a period of no longer than three yearsmortgage 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 Securities, pursuant to Section 1008; or (v2) in which the lease 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 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 property Company or asset is entered into within 270 days a Restricted Subsidiary that matures more than 12 months after the date creation of acquisitionsuch indebtedness or the purchase, completion of construction or commencement development of full operations of such property or asset, whichever is latest. (c) other comparable property. Notwithstanding the restrictions contained aboveoutlined is the preceding paragraph, the Company and its or any Restricted Subsidiaries may Subsidiary will be permitted to enter into a Sale/Leaseback Transaction; 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 (b) above, provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) abovesale and Lease-Back Transactions, together with the aggregate amount of all outstanding Indebtedness debt secured by Liens as mortgages not permitted by clauses (1) through (9) under Section 2.8(b)1008 above, does not at such time exceed 515% of Consolidated Total AssetsNet Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Leaseback Transactions. (a) The Company covenants and agrees that, for so long as any Notes are Outstanding, neither it nor any Principal Domestic Subsidiary will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transferswith any Person, or to which any Restricted Subsidiary transferssuch Person is a party, such property providing for the leasing to a Person and either the Company or any Restricted a Principal Domestic Subsidiary leases it back from for a period of more than three years of Principal Property which has been or is to be sold or transferred by the Company or such Principal Domestic Subsidiary to such Person or to any other Person, and with respect to which the funds have been or are to be advanced by such Person on the security of the leased Principal Property (in this Article Eleven called a “Sale/Sale and Leaseback Transaction”), unless) unless either: (i1) the Company or such Restricted Principal Domestic Subsidiary couldwould be entitled, at the time of entering into such arrangementpursuant to Section 11.01 above, to incur Indebtedness indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal Principal Property to the Attributable Debt with respect to such Sale/Leaseback Transactionbe leased, without equally and ratably securing the Notes as described in Section 2.8; and any other series of Securities then Outstanding, or (ii2) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market valueCompany, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of 12 months after the effective date of the Sale/such Sale and Leaseback Transaction to the repayment of senior indebtedness of (whether made by the Company or any Restricted a Principal Domestic Subsidiary. (b) The restrictions set forth in (a) above will not apply applies an amount equal to a Sale/the Attributable Indebtedness from such Sale and Leaseback Transaction: Transaction (i) entered into prior to the date indirect or direct acquisition, construction, improvement or expansion of issuance other property that will constitute Principal Property, including through the acquisition of the Notes; a Principal Domestic Subsidiary or (ii) to the voluntary retirement of Funded Debt; provided, however, that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; amount to be applied to the retirement of Funded Debt shall be reduced by (iiiA) between the principal amount of Securities delivered, within 12 months after the effective date of such Sale and Leaseback Transaction, to the Trustee for retirement and cancellation and (B) the principal amount of other Funded Debt voluntarily retired by the Company within such 12-month period, excluding retirements of Securities and a Restricted Subsidiary other Funded Debt pursuant to mandatory sinking fund or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; prepayment provisions or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) by payment at maturity. Notwithstanding the restrictions contained abovepreceding provisions of this Section 11.02, the Company and its Restricted Subsidiaries any Principal Domestic Subsidiary may enter into a Sale/any Sale and Leaseback Transaction; provided Transaction that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could is not have been entered into pursuant to the restrictions in excepted above (a) abovewith any of HLS, HEP or any of their respective subsidiaries without any limitation, or (b) provided that the Attributable Indebtedness from such Sale and Leaseback Transaction, together with the aggregate principal amount of all then outstanding Indebtedness indebtedness (other than Securities issued under the Indenture) secured by Liens as permitted by Section 2.8(b)Xxxxx (other than Permitted Liens) upon Principal Properties, does not at such time exceed 515% of the Consolidated Total AssetsAdjusted Net Assets of the Company and its Subsidiaries.

Limitations on Sale and Leaseback Transactions. (a) Unless established in or pursuant to a Board Resolution and, subject to Section 303, set forth in or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, the provisions of this Section 1009 shall apply to each series of Securities issued under this Indenture: The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating with any Person (other than with any Subsidiary) providing for the leasing to property now the Company or any Subsidiary of any Principal Property owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either by the Company or such Subsidiary (except for temporary leases for a term, including any Restricted renewal thereof, of not more than three years and except for leases between the Company and a Subsidiary leases it back from or between Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Person Subsidiary to such person (herein referred to as a “Sale/"Sale and Leaseback Transaction”), unless: ") unless (i1) the Company or such Restricted Subsidiary couldwould be entitled, at pursuant to the time provisions of entering into such arrangementSection 1008, to incur Indebtedness secured by a Lien Security Interest on the property involved to be leased without equally and ratably securing the Securities of that series, or (2) the Company shall, and in any such case the transaction Company covenants that it will, within 180 days after the effective date of any such arrangement, apply an amount equal to the fair value (as determined by the Board of Directors) of such property to the redemption of Securities that, by their terms, are subject to redemption, or to the purchase and retirement of Securities, or to the payment or other retirement of Funded Debt for money borrowed, incurred or assumed by the Company which is pari passu with the Securities of that series or of Funded Debt for money borrowed, incurred or assumed by any Subsidiary (other than, in either case, intercompany Indebtedness), or (3) the Company shall within 180 days after the effective date of the Sale and Leaseback Transaction, enter into a bona fide commitment or commitments to expend for the acquisition or capital improvement of a Principal Property an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or fair value (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Principal Property. Notwithstanding the restrictions contained aboveforegoing, the Company may, and its Restricted Subsidiaries may enter into a Sale/permit any Subsidiary to, effect any Sale and Leaseback Transaction that is not permitted pursuant to clauses (1) through (3), inclusive, of this Section 1009, provided that the Attributable Debt associated with such Sale and Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate principal amount of all outstanding Outstanding Indebtedness secured by Liens as Security Interests upon Principal Property not permitted by pursuant to clauses (A) through (L) of Section 2.8(b)1008(1) and all Subsidiary Indebtedness not otherwise permitted under Section 1012 , does inclusive, do not at such time together, and without duplication, exceed 515% of the Consolidated Total AssetsNet Worth of the Company.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Leaseback Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property unless (a) such Sale and Leaseback Transaction involves a lease for a term of not more than three years; (b) such Sale and Leaseback Transaction is between the Company transfers, or any Restricted and a Subsidiary transfers, such property to a Person and either of the Company or any Restricted Subsidiary leases it back from such Person between Subsidiaries of the Company; (a “Sale/Leaseback Transaction”), unless: (ic) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness indebtedness secured by a Lien on the property such Principal Property involved in the transaction in an amount such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction pursuant to the first sentence of the “Limitations on Liens” covenant in Section 1010 above without equally and ratably securing the Notes as described in Section 2.8Securities of any applicable series pursuant to such covenant; or (iid) the net proceeds of the Sale/such Sale and Leaseback Transaction are at least equal to such property’s the fair market value, value thereof (as determined in good faith by the Company’s Board of Directors, Directors of the Company) and the proceeds are applied within 180 days Company applies an amount equal to the greater of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations net proceeds of such property sale or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/such Sale and Leaseback Transactions existing Transaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of debt for borrowed money of the Company or a Subsidiary of the Company that matures more than 12 months after its creation (other than debt that is subordinated to the Securities or debt to the Company or a Subsidiary of the Company) or (ii) the purchase, construction or development of other comparable property; or (e) such time that could not have been Sale and Leaseback Transaction is entered into pursuant within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case may be, of the Principal Property subject to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total AssetsSale and Leaseback Transaction.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Leaseback Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property unless (a) such Sale and Leaseback Transaction involves a lease for a term of not more than three years; (b) such Sale and Leaseback Transaction is between the Company transfers, or any Restricted and a Subsidiary transfers, such property to a Person and either of the Company or any Restricted Subsidiary leases it back from such Person between Subsidiaries of the Company; (a “Sale/Leaseback Transaction”), unless: (ic) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness indebtedness secured by a Lien on the property such Principal Property involved in the transaction in an amount such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above without equally and ratably securing the Notes as described in Section 2.8Securities of any applicable series pursuant to such covenant; or (iid) the net proceeds of the Sale/such Sale and Leaseback Transaction are at least equal to such property’s the fair market value, value thereof (as determined in good faith by the Company’s Board of Directors, Directors of the Company) and the proceeds are applied within 180 days Company applies an amount equal to the greater of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations net proceeds of such property sale or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/such Sale and Leaseback Transactions existing Transaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of debt for borrowed money of the Company or a Subsidiary of the Company that matures more than 12 months after its creation (other than debt that is subordinated to the Securities or debt to the Company or a Subsidiary of the Company) or (ii) the purchase, construction or development of other comparable property; or (e) such time that could not have been Sale and Leaseback Transaction is entered into pursuant within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case may be, of the Principal Property subject to such Sale and Leaseback Transaction. SECTION 12. For the benefit of the Holders of all Securities, unless otherwise specified as contemplated by Section 301 of the Indenture, Sections 1502 and 1503 of the Indenture shall be applicable to all Securities. Section 1503 of the Indenture shall apply to the restrictions covenants set forth in (a) aboveSections 1004, 1005, 1006, 1010 and 1011 of the Indenture as they apply to the Securities of any series. SECTION 13. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIRST SUPPLEMENTAL INDENTURE. SECTION 14. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together with constitute but one and the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetssame instrument.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Material Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either with any Person providing for the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either leasing by the Company or any Restricted Material Subsidiary leases it of any Principal Property that has been or is to be sold or transferred by the Company or such Material Subsidiary to such person with the intention of taking back from a lease of such Person property (a “Sale/Sale and Leaseback Transaction”), unless: (i) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in paragraph (a) above will in this Section 3.03 shall not apply to a Sale/Leaseback Transaction: if: (i) entered into prior the Company or such Material Subsidiary would be entitled to incur indebtedness at least equal in amount to the date Attributable Debt with respect to such Sale and Leaseback Transaction secured by a Lien on such Principal Property pursuant to clauses (i) through (v) of issuance Section 3.02(b) of this Eleventh Supplemental Indenture without equally and ratably securing the Notes; ; (ii) that exists an amount equal to the greater of (1) the net proceeds of the sale or transfer and (2) the Attributable Debt of the Principal Property sold (as determined by the Company) is applied within 180 days to the voluntary retirement of Notes or other indebtedness of the Company (other than indebtedness subordinated to the Notes) or a Material Subsidiary, for money borrowed, maturing more than 12 months after the voluntary retirement; (iii) the lease is executed at the time any Person that owns property of, or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days 12 months after the date of latest of, the acquisition, the completion of construction or improvement or the commencement of full operations substantial commercial operation of the applicable Principal Property; (iv) the lease payment in such property Sale and Leaseback Transaction is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation; (v) the lease is for a period not exceeding three years; or (vi) the lease is with the Company or asset, whichever is latestanother Material Subsidiary. (c) Notwithstanding the restrictions contained aboveset forth in paragraph (a) in this Section 3.03, the Company or any of its subsidiaries may enter into a Sale and Leaseback Transaction that would otherwise be subject to such restrictions if, after giving effect thereto and at the time of determination, the sum of (i) the aggregate principal amount of indebtedness of the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at subsidiaries secured by Liens permitted solely pursuant to Section 3.03(b)(vi) hereof and (ii) the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its subsidiaries with respect to Sale/such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (athis Section 3.03(c) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of the Company’s Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Lease-Back Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property (except for transactions providing for a lease for a term, including any renewal thereof, of not more than 48 months and except for a transaction between the Company transfers, and a Subsidiary or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”between Subsidiaries), unless: unless either (ix) the Company or such Restricted Subsidiary couldwould be entitled pursuant to Section 3.07(A) to issue, at the time assume or guarantee evidences of entering into such arrangement, incur Indebtedness indebtedness secured by a Lien mortgage on the property involved in the transaction such Principal Property in an amount at least equal to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without being required by Section 3.07(A) to such Sale/Leaseback Transaction, without equally and ratably securing secure the Notes as described Principal Amount of the Securities from time to time outstanding or (y) the Company shall apply or cause to be applied, in Section 2.8; or (ii) the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the Sale/Leaseback Transaction are net book value of such Principal Property at least the date of such sale or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to such property’s the fair market value, value (as determined by the Company’s Board of Directors) of the Principal Property so leased (x) to the retirement, and the proceeds are applied within 180 days of one year after the effective date of the Sale/Leaseback Transaction to the repayment such Sale and Lease-Back Transaction, of senior indebtedness Securities or other Senior Funded Indebtedness of the Company or a Subsidiary; PROVIDED, HOWEVER, that any Restricted Subsidiarysuch retirement of Securities shall be in accordance with Article 10 and any other terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities and, provided further, that the amount to be applied to such retirement of Securities or other Senior Funded Indebtedness shall be reduced by an amount equal to the sum of (A) an amount equal to the applicable Redemption Price with respect to Securities delivered within one year after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (B) the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms, of other Senior Funded Indebtedness voluntarily retired by the Company within such one year period, excluding in each case retirements pursuant to mandatory sinking fund or prepayment provisions and payments at maturity. It is understood that the retirement of Securities pursuant to this Section shall not be deemed to be a redemption subject to any limitation contained in this Indenture or the terms of such Securities on the right to redeem such Securities from, or in anticipation of, moneys borrowed at an interest cost less than a specified rate per annum. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained aboveprovisions of Section 3.08(A), the Company and its Restricted Subsidiaries or any Subsidiary may enter into a Sale/Leaseback Transaction; provided that at Sale and Lease-Back Transaction which would otherwise be subject to the time restrictions of such transaction, after giving effect thereto, the Section 3.08(A) so as to create an aggregate amount of Attributable Debt which, together with all indebtedness outstanding pursuant to Section 3.07(B) and all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into outstanding pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by this Section 2.8(b3.08(B), does not at such time exceed 515% of Consolidated Total AssetsCapitalization.

Limitations on Sale and Leaseback Transactions. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to Sale and Leaseback Transaction (except for a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: period not exceeding 36 months) unless (i) the Company Issuer or such Restricted Subsidiary could, at the time of entering would be entitled to enter into such arrangement, incur Indebtedness secured by a Lien on Sale and Leaseback Transaction pursuant to the property involved provisions described in the transaction in an amount at least equal to the Attributable Debt with respect second paragraph of Section 3.06 or, if after giving effect to such Sale/Sale and Leaseback Transaction, the sum of: (a) the amount of all Debt secured by all Liens incurred on or after the date the Securities are issued and outstanding at any one time and otherwise prohibited by Section 3.06 and (b) the Attributable Value of Sale and Leaseback Transactions entered into on or after the date the Securities are issued and otherwise prohibited by Section 3.07 and outstanding at any one time does not exceed 10% of the Consolidated Tangible Assets without equally and ratably securing the Notes as described in Section 2.8; or Debt Securities or (ii) the net proceeds Issuer or a Subsidiary of the Sale/Leaseback Transaction are at least Issuer applies, within 180 days after the related Sale Transaction, an amount equal to the Net Available Proceeds of such Sale Transaction (a) to the redemption or retirement of Debt Securities, to the retirement of other Issuer Debt that is pari passu with the Debt Securities or of Subsidiary Debt or, to the extent there is no such Issuer Debt or Subsidiary Debt, other Issuer Debt or (b) to the purchase of or investment in property’s , securities, or other assets (other than cash or cash equivalents) having a fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transactionpurchase, after giving effect theretoat least equal to the Net Available Proceeds of such sale and which will be used (or, in the aggregate amount case of all Attributable any securities, are capital stock issued by a company engaged) in the business of the Issuer and its Restricted Subsidiaries as then being conducted. Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into Securities redeemed or otherwise retired pursuant to the restrictions provision described above may not be used as credits against any sinking fund obligations. The foregoing limitation will not apply to any extension, renewal or replacement (or a successive extension, renewal or replacement) in (a) above, together with the aggregate amount whole or in part of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetsa Sale and Leaseback Transaction.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Leaseback Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property unless (a) such Sale and Leaseback Transaction involves a lease for a term of not more than three years; (b) such Sale and Leaseback Transaction is between the Company transfers, or any Restricted and a Subsidiary transfers, such property to a Person and either of the Company or any Restricted Subsidiary leases it back from such Person between Subsidiaries of the Company; (a “Sale/Leaseback Transaction”), unless: (ic) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, would be entitled to incur Indebtedness indebtedness secured by a Lien on the property such Principal Property involved in the transaction in an amount such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction pursuant to the first sentence of the “Limitations on Liens” covenant in Section 1010 above without equally and ratably securing the Notes as described in Section 2.8Securities of any applicable series pursuant to such covenant; or (iid) the net proceeds of the Sale/such Sale and Leaseback Transaction are at least equal to such property’s the fair market value, value thereof (as determined in good faith by the Company’s Board of Directors, Directors of the Company) and the proceeds are applied within 180 days Company applies an amount equal to the greater of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations net proceeds of such property sale or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/such Sale and Leaseback Transactions existing Transaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of debt for borrowed money of the Company or a Subsidiary of the Company that matures more than 12 months after its creation (other than debt that is subordinated to the Securities or debt to the Company or a Subsidiary of the Company) or (ii) the purchase, construction or development of other comparable property; or (e) such time that could not have been Sale and Leaseback Transaction is entered into pursuant within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case may be, of the Principal Property subject to the restrictions such Sale and Leaseback Transaction. SECTION 1101. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens except as permitted otherwise specified as contemplated by Section 2.8(b), does not at such time exceed 5% 301 for Securities of Consolidated Total Assetsany series) in accordance with this Article.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Lease-Back Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property (except for transactions providing for a lease for a term, including any renewal thereof, of not more than 48 months and except for a transaction between the Company transfers, and a Subsidiary or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”between Subsidiaries), unless: unless either (ix) the Company or such Restricted Subsidiary couldwould be entitled pursuant to Section 3.07(a) to issue, at the time assume or guarantee evidences of entering into such arrangement, incur Indebtedness indebtedness secured by a Lien mortgage on the property involved in the transaction such Principal Property in an amount at least equal to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without being required by Section 3.07(a) to such Sale/Leaseback Transaction, without equally and ratably securing secure the Notes as described Principal Amount of the Securities from time to time outstanding or (y) the Company shall apply or cause to be applied, in Section 2.8; or (ii) the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the Sale/Leaseback Transaction are net book value of such Principal Property at least the date of such sale or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to such property’s the fair market value, value (as determined by the Company’s Board of Directors) of the Principal Property so leased (x) to the retirement, and the proceeds are applied within 180 days of one year after the effective date of the Sale/Leaseback Transaction to the repayment such Sale and Lease-Back Transaction, of senior indebtedness Securities or other Senior Funded Indebtedness of the Company or a Subsidiary or (y) to the purchase of a Principal Property or Principal Properties (other than the Principal Property involved in such sale or transfer); provided, however, that any Restricted Subsidiarysuch retirement of Securities shall be in accordance with Article 10 and any other terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities and, provided further, that the amount to be applied to such retirement of Securities or other Senior Funded Indebtedness shall be reduced by an amount equal to the sum of (A) an amount equal to the applicable Redemption Price with respect to Securities delivered within one year after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (B) the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms, of other Senior Funded Indebtedness voluntarily retired by the Company within such one year period, excluding in each case retirements pursuant to mandatory sinking fund or prepayment provisions and payments at maturity. It is understood that the retirement of Securities pursuant to this Section shall not be deemed to be a redemption subject to any limitation contained in this Indenture or the terms of such Securities on the right to redeem such Securities from, or in anticipation of, moneys borrowed at an interest cost less than a specified rate per annum. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained aboveprovisions of Section 3.08(a), the Company and its Restricted Subsidiaries or any Subsidiary may enter into a Sale/Leaseback Transaction; provided that at Sale and Lease-Back Transaction which would otherwise be subject to the time restrictions of such transaction, after giving effect thereto, the Section 3.08(a) so as to create an aggregate amount of Attributable Debt which, together with all indebtedness outstanding pursuant to Section 3.07(b) and all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into outstanding pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by this Section 2.8(b3.08(b), does not at such time exceed 515% of Consolidated Total AssetsCapitalization.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, any other Indebtedness ranking equally with the Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or any Restricted Subsidiary transferstransfer, such property to a Person and either the Company or any Restricted Subsidiary leases it back from applies an amount equal to the greater of the net proceeds of such Person sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a “Sale/Leaseback Transaction”)combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, unless:construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (iii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) March 7, 2018 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, create or assume and renew, extend or replace Mortgages, or enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of such transactioncreation, assumption, renewal, extension or replacement of a Mortgage or at the time of entering into such Sale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement relating Sale and Lease-Back Transaction with respect to property now owned or hereafter acquired whereby either any Principal Property (except for transactions providing for a lease for a term, including any renewal thereof, of not more than 48 months and except for a transaction between the Company transfers, and a Subsidiary or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”between Subsidiaries), unless: unless either (ix) the Company or such Restricted Subsidiary couldwould be entitled pursuant to Section 3.07(a) to issue, at the time assume or guarantee evidences of entering into such arrangement, incur Indebtedness indebtedness secured by a Lien mortgage on the property involved in the transaction such Principal Property in an amount at least equal to the Attributable Debt with in respect of such Sale and Lease-Back Transaction without being required by Section 3.07(a) to such Sale/Leaseback Transaction, without equally and ratably securing secure the Notes as described Principal Amount of the Securities from time to time outstanding or (y) the Company shall apply or cause to be applied, in Section 2.8; or (ii) the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the Sale/Leaseback Transaction are net book value of such Principal Property at least the date of such sale or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to such property’s the fair market value, value (as determined by the Company’s Board of Directors) of the Principal Property so leased (x) to the retirement, and the proceeds are applied within 180 days of one year after the effective date of the Sale/Leaseback Transaction to the repayment such Sale and Lease-Back Transaction, of senior indebtedness Securities or other 42 48 Senior Funded Indebtedness of the Company or a Subsidiary or (y) to the purchase of a Principal Property or Principal Properties (other than the Principal Property involved in such sale or transfer); provided, however, that any Restricted Subsidiarysuch retirement of Securities shall be in accordance with Article 10 and any other terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities and, provided further, that the amount to be applied to such retirement of Securities or other Senior Funded Indebtedness shall be reduced by an amount equal to the sum of (A) an amount equal to the applicable Redemption Price with respect to Securities delivered within one year after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (B) the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms, of other Senior Funded Indebtedness voluntarily retired by the Company within such one year period, excluding in each case retirements pursuant to mandatory sinking fund or prepayment provisions and payments at maturity. It is understood that the retirement of Securities pursuant to this Section shall not be deemed to be a redemption subject to any limitation contained in this Indenture or the terms of such Securities on the right to redeem such Securities from, or in anticipation of, moneys borrowed at an interest cost less than a specified rate per annum. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained aboveprovisions of Section 3.08(a), the Company and its Restricted Subsidiaries or any Subsidiary may enter into a Sale/Leaseback Transaction; provided that at Sale and Lease-Back Transaction which would otherwise be subject to the time restrictions of such transaction, after giving effect thereto, the Section 3.08(a) so as to create an aggregate amount of Attributable Debt which, together with all indebtedness outstanding pursuant to Section 3.07(b) and all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into outstanding pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by this Section 2.8(b3.08(b), does not at such time exceed 515% of Consolidated Total AssetsCapitalization.

Limitations on Sale and Leaseback Transactions. (a) The Company will notshall not itself, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned arrangements after the date of this Indenture with any bank, insurance company or hereafter acquired whereby either the Company transfers, other lender or any Restricted Subsidiary transfers, such property to a Person and either investor (other than the Company or another Restricted Subsidiary) providing for the leasing as lessee by the Company or by any such Restricted Subsidiary leases of any Principal Property (except a lease for a temporary period not to exceed three years (inclusive of renewals) by the end of which it back from is intended the use of such Principal Property by the lessee will be discontinued), which was or is owned by the Company or a Restricted Subsidiary and which has been or is to be sold or transferred by the Company or a Restricted Subsidiary more than 180 days after the completion of construction and commencement of full operation thereof by the Company or such Restricted Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein called a “Sale/"Sale and Leaseback Transaction”), ") unless: (i1) the Company or such Restricted Subsidiary could, would (at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal ) be entitled pursuant to the Attributable Debt with respect to such Sale/Leaseback TransactionClauses (A) through (G) of Section 1009(1), without equally and ratably securing the Notes as described in Section 2.8Notes, to issue, assume or guarantee indebtedness secured by a Lien on such Principal Property; or (ii2) the net proceeds Attributable Debt of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of this Indenture (other than such Sale and Leaseback Transactions as are permitted by Section 1009(1) or (3)), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in subdivisions (A) through (H) of Section 1008(1)) which do not equally and ratably secure the Notes, would not exceed 15% of Consolidated Net Tangible Assets; or (3) the Company, within 180 days after the sale or transfer: (A) applies or causes a Sale/Leaseback Transaction; provided that Restricted Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or the fair market value of the Principal Property so sold and leased back at the time of entering into such transactionSale and Leaseback Transaction (in either case as determined by the Board of Directors) to the retirement of the Notes or other indebtedness of the Company (other than indebtedness subordinated to the Notes) or indebtedness of a Restricted Subsidiary, after giving effect theretofor money borrowed, having a stated maturity more than 12 months from the aggregate date of such application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application, provided that the amount to be so applied shall be reduced by (i) the principal amount of all Notes delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness of the Company or a Restricted Subsidiary other than Notes voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such sale or transfer; or (B) invest an equal amount, or the amount not so applied pursuant to Clause (A) of this Section 1009(2), in Additional Assets (including investments in Additional Assets by a Restricted Subsidiary). Notwithstanding the foregoing, no retirement referred to in this Section 1009(2) may be affected by payment at Maturity. Notwithstanding the foregoing, where the Company or any Restricted Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could shall not have been entered into pursuant to include any Debt resulting from the restrictions in (a) above, together with guarantee by the aggregate amount Company or any other Restricted Subsidiary of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetsthe lessee's obligation thereunder.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned with any bank, insurance company or hereafter acquired whereby either the Company transfers, other lender or any Restricted Subsidiary transfers, such property to a Person and either investor (not including the Company or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or a Restricted Subsidiary leases it back from for a period, including renewals, in excess of three years of any Principal Property the ownership of which has been or is to be sold or transferred, more than 180 days after the completion of construction and commencement of full operation thereof, by the Company or such Restricted Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (referred to as a “Sale/Sale and Leaseback Transaction”), ) unless: (ia) such Sale and Leaseback Transaction is with a governmental entity that provides financial or tax benefits; (b) the Company or such Restricted Subsidiary could, at could create Secured Debt pursuant to the time of entering into such arrangement, incur Indebtedness secured by a Lien provisions set forth in Section 4.08 on the property involved in the transaction Principal Property to be leased in an amount at least equal to the Attributable Debt with respect to such Sale/Sale and Leaseback Transaction, Transaction without equally and ratably securing the Notes as described in Section 2.8Notes; or (iic) the net proceeds of the Sale/sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction are is at least equal to the Fair Market Value of such property’s fair market value, as determined by the Company’s Board of Directors, Principal Property and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of after such sale or transfer shall have been made by the Company or any by a Restricted Subsidiary. (b) The restrictions set forth in (a) above will , the Company shall apply an amount not apply to a Sale/Leaseback Transaction: less than the greater of (i) entered into prior to the date of issuance net proceeds of the Notes; sale of the Principal Property leased pursuant to such arrangement or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between Fair Market Value of the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that Principal Property so leased at the time of entering into such transaction, after giving effect thereto, arrangement (as evidenced by an Officers’ Certificate) to the aggregate retirement of Funded Debt of the Company; provided that the amount to be applied to the retirement of Funded Debt of the Company shall be reduced by (x) the principal amount of all Attributable Notes delivered within 180 days after such sale to the Trustee for retirement and cancellation, and (y) the principal amount of Funded Debt with respect other than Notes, voluntarily retired by the Company within 180 days after such sale. No retirement referred to Sale/Leaseback Transactions existing in this clause (c) may be effected by payment at such time that could not have been entered into maturity or pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assetsany mandatory sinking fund payment or mandatory prepayment provision.

Limitations on Sale and Leaseback Transactions. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either Sale and Leaseback Transaction without equally and ratably securing the Notes (and, if the Company transfersso determines, any other Indebtedness ranking equally with the Notes) unless: (i) within 180 days after the receipt of the proceeds of such sale or any Restricted Subsidiary transferstransfer, such property to a Person and either the Company or any Restricted Subsidiary leases it back from applies an amount equal to the greater of the net proceeds of such Person sale or transfer or the fair value of such Principal Property at the time of such sale or transfer to any (or a “Sale/Leaseback Transaction”)combination) of (1) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or (2) the purchase, unless:construction, development, expansion or improvement of other comparable property, subject in each case to credits for voluntary retirements of Senior Funded Debt of the Company; or (iii) the Company or such Restricted Subsidiary couldwould be entitled, at the time effective date of entering into such arrangementsale or transfer, to incur Indebtedness secured by a Lien Mortgage on the property involved in the transaction such Principal Property, in an amount at least equal to the Attributable Debt with in respect to such Sale/of the Sale and Leaseback Transaction, without equally and ratably securing the Notes as described in pursuant to the provisions of Section 2.8; or 5.01 above. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iiw) for a term of not more than three years including renewals, (x) with respect to a Principal Property if a binding commitment is entered into with respect to such Sale and Leaseback Transaction within three years after the later of (1) December 8, 2023 or (2) the net proceeds of date when the Sale/Leaseback Transaction are at least equal applicable Principal Property was acquired, (y) with respect to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied a Principal Property if a binding commitment with respect thereto is entered into within 180 days after the later of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to such property was acquired and, if applicable, the date of issuance of the Notes; such property was first placed in operation, or (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iiiz) between the Company and a any Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (cb) Notwithstanding the restrictions contained aboveprovisions of subsection (a) of this Section 5.02, the Company or any Restricted Subsidiary may, in addition to Sale and its Restricted Subsidiaries may Leaseback Transactions permitted by subsection (a) of this Section 5.02 and without equally and ratably securing the Notes, create or assume and renew, extend or replace Mortgages, or enter into any Sale and Leaseback Transaction without any obligation to retire any Senior Funded Debt of the Company or a Sale/Leaseback Transaction; Restricted Subsidiary, provided that that, at the time of such transactioncreation, assumption, renewal, extension or replacement of a Mortgage or at the time of entering into such Sale and Leaseback Transaction, and after giving effect thereto, the aggregate amount of all Attributable Exempted Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.