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

Limitations on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to 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 and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above without equally and ratably securing the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback 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 Sale and Leaseback Transaction is entered into 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. ARTICLE ELEVEN

Limitations on Sale and Leaseback Transactions. The Company shall For so long as any Notes remain outstanding, the Issuer and the Guarantor will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless (a) such Sale and Leaseback Transaction involves a lease arrangement providing for the leasing for a term period of not 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 be transferred by the Issuer, the Guarantor or such Subsidiary to a buyer/lessor that is not the Issuer, the Guarantor or a Subsidiary of either of them (b) such a "Sale and Leaseback Transaction is between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; Transaction") unless: (ci) the Company Issuer, the Guarantor or such Restricted Subsidiary would be entitled to incur create indebtedness secured by a Lien (pursuant the provisions of Section 5(b) herein) on such Principal the Property involved to be leased back in such an amount equal to the Attributable Debt of the Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above without equally and ratably securing the Securities Notes; or (ii) within 180 days after the consummation of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least Transaction, the Issuer, the Guarantor or such Subsidiary, as applicable, spends for any Property, including any capital improvements, an amount equal to 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 thereof (of the property at the time of the transaction, as determined in good faith by the Board board of Directors directors of the CompanyIssuer, the Guarantor or such Subsidiary, as applicable (such greater amount referred to here as the "net proceeds"); or (y) a part of the net proceeds, and the Company Issuer, the Guarantor or such Subsidiary elect to 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 Transaction, the Issuer, the Guarantor or such Subsidiary, as applicable, applies an amount equal to the greater net proceeds (less any amount spent pursuant to Section 5(c)(ii) herein) to the 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 (unless the repayment is required because of the receipt of the net proceeds proceeds). (d) For the purpose of such sale or Sections 5(b) and (c) above, the Attributable Debt with respect to such Sale and Leaseback Transaction within 180 days of such sale to either (or a combination) of (i) following terms shall have 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 Sale and Leaseback Transaction is entered into 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. ARTICLE ELEVENfollowing respective meanings:

Limitations on Sale and Leaseback Transactions. The Company shall Borrower will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless (a) such Sale and Leaseback Transaction involves a lease for a term the sum of not more than three years; (bi) such Sale and Leaseback Transaction is between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to be outstanding pursuant to such Sale and Leaseback Transaction Transaction, (ii) all Attributable Debt then outstanding pursuant to all other Sale and Leaseback Transactions entered into by the first sentence Borrower after April 1, 1986, or entered into by a Restricted Subsidiary after April 1, 1986, or, if later, the date on which it became a Restricted Subsidiary and (iii) the aggregate of all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the "Limitations on Liens" covenant in Section 1010 above without Loans are secured equally and ratably securing the Securities with (or prior to) such Secured Indebtedness) would not exceed 10% of any applicable series pursuant to such covenant; Consolidated Net Tangible Assets or (db) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of (i) the net proceeds of such sale to the Borrower or the Attributable Debt with respect Restricted Subsidiary of the sale of the Principal Property sold and leased back pursuant to such Sale and Leaseback 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 and (ii) the purchase, construction or development amount of other comparable property; or (e) Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction is entered into applied to the retirement of Funded Debt of the Borrower or any Restricted Subsidiaries (other than Funded Debt which is subordinate to the Loans or which is owing to the Borrower or any Restricted Subsidiaries) within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case may be, consummation of the Principal Property subject to such Sale and Leaseback Transaction. ARTICLE ELEVEN.

Limitations on Sale and Leaseback Transactions. The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Lease-Back Transaction with respect to any Principal Property unless (a) Property, other than any such Sale and Leaseback Transaction involves transaction involving a lease for a term of not more than three years; (b) years of any such Sale and Leaseback Transaction is transaction between the Company and a Restricted Subsidiary of the Company or between Subsidiaries of the Company; Restricted Subsidiaries, unless: (c1) the Company or such Restricted Subsidiary would be entitled to incur incurs indebtedness secured by a Lien mortgage on such the Principal Property involved in such Sale and Leaseback Transaction transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above Lease-Back Transaction, without equally and ratably securing the Securities of any applicable series Securities, pursuant to such covenantSection 1008; or (d2) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies 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 Leaseback Lease-Back Transaction within 180 days of such sale to either (or a combination) of (icombination of) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary of the Company that matures more than 12 months after its the creation (other than debt that is subordinated to the Securities of such indebtedness 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 Sale and Leaseback Transaction . Notwithstanding the restrictions outlined is entered into within 180 days after the initial acquisition by preceding paragraph, the Company or such any Restricted Subsidiary, as the case may be, of the Principal Property Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such Sale restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (b) above, provided that after giving effect thereto, the aggregate amount of such sale and Leaseback Transaction. ARTICLE ELEVENLease-Back Transactions, together with the aggregate amount of all debt secured by mortgages not permitted by clauses (1) through (9) under Section 1008 above, does not exceed the greater of $300 million or 10% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to 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 and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above without equally and ratably securing the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback 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 Sale and Leaseback Transaction is entered into 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. ARTICLE ELEVENELEVEN REDEMPTION OF SECURITIES

Limitations on Sale and Leaseback Transactions. The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Lease-Back Transaction with respect to any Principal Property unless (a) Property, other than any such Sale and Leaseback Transaction involves transaction involving a lease for a term of not more than three years; (b) years of any such Sale and Leaseback Transaction is transaction between the Company and a -58- 66 Restricted Subsidiary of the Company or between Subsidiaries of the Company; Restricted Subsidiaries, unless: (c1) the Company or such Restricted Subsidiary would be entitled to incur incurs indebtedness secured by a Lien mortgage on such the Principal Property involved in such Sale and Leaseback Transaction transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above Lease-Back Transaction, without equally and ratably securing the Securities of any applicable series Securities, pursuant to such covenantSection 1008; or (d2) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies 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 Leaseback Lease-Back Transaction within 180 days of such sale to either (or a combination) of (icombination of) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary of the Company that matures more than 12 months after its the creation (other than debt that is subordinated to the Securities of such indebtedness 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 Sale and Leaseback Transaction . Notwithstanding the restrictions outlined is entered into within 180 days after the initial acquisition by preceding paragraph, the Company or such any Restricted Subsidiary, as the case may be, of the Principal Property Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such Sale restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (b) above, provided that after giving effect thereto, the aggregate amount of such sale and Leaseback Transaction. ARTICLE ELEVENLease-Back Transactions, together with the aggregate amount of all debt secured by mortgages not permitted by clauses (1) through (9) under Section 1008 above, does not exceed the greater of $300 million or 10% of Consolidated Net Tangible Assets of the company as most recently determined on or prior to such date.

Limitations on Sale and Leaseback Transactions. (a) The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Lease-Back Transaction with respect to any Principal Property unless (a) such Sale and Leaseback Transaction involves except for transactions providing for a lease for a term term, including any renewal thereof, of not more than three years; (b) such Sale 48 months and Leaseback Transaction is except for a transaction between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; Subsidiaries), unless either (cx) the Company or such Restricted Subsidiary would be entitled pursuant to incur Section 3.07(a) to issue, assume or guarantee evidences of indebtedness secured by a Lien mortgage on such Principal Property involved in such Sale and Leaseback Transaction at least equal in an amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above without equally and ratably securing the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined Attributable Debt in good faith respect of such Sale and Lease-Back Transaction without being required by Section 3.07(a) to equally and ratably secure the Board of Directors Principal Amount of the CompanySecurities from time to time outstanding or (y) and the Company applies shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the greater net proceeds thereof (but not in excess of the net proceeds book value of such Principal Property at the date of such sale or transfer) and, in the Attributable Debt with respect case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by the Board of Directors) of the Principal Property so leased (x) to the retirement, within one year after the effective date of such Sale and Leaseback Transaction within 180 days Lease-Back Transaction, of such sale to either (Securities 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 Senior Funded Indebtedness of the Company or a Subsidiary or (y) to the purchase of the Company that matures more than 12 months after its creation a Principal Property or Principal Properties (other than debt the Principal Property involved in such sale or transfer); provided, however, that is subordinated any such 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 Securities or debt sum of (A) an amount equal to the Company or a Subsidiary applicable Redemption Price with respect to Securities delivered within one year after the effective date of the Company) or (ii) the purchase, construction or development of other comparable property; or (e) such Sale and Leaseback Lease-Back Transaction is entered into within 180 days after to the initial acquisition 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 such Restricted Subsidiary, as prepayment provisions and payments at maturity. It is understood that the case may be, retirement of the Principal Property 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 Sale and Leaseback Transaction. ARTICLE ELEVENSecurities 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.

Limitations on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to 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 and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above without equally and ratably securing the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback 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 Sale and Leaseback Transaction is entered into 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. ARTICLE ELEVEN.

Limitations on Sale and Leaseback Transactions. (a) The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Lease-Back Transaction with respect to any Principal Property unless (a) such Sale and Leaseback Transaction involves except for transactions providing for a lease for a term term, including any renewal thereof, of not more than three years; (b) such Sale 48 months and Leaseback Transaction is except for a transaction between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; Subsidiaries), unless either (cx) the Company or such Restricted Subsidiary would be entitled pursuant to incur Section 3.07(a) to issue, assume or guarantee evidences of indebtedness secured by a Lien mortgage on such Principal Property involved in such Sale and Leaseback Transaction at least equal in an amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above without equally and ratably securing the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined Attributable Debt in good faith respect of such Sale and Lease-Back Transaction without being required by Section 3.07(a) to equally and ratably secure the Board of Directors Principal Amount of the CompanySecurities from time to time outstanding or (y) and the Company applies shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the greater net proceeds thereof (but not in excess of the net proceeds book value of such Principal Property at the date of such sale or transfer) and, in the Attributable Debt with respect case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by the Board of Directors) of the Principal Property so leased (x) to the retirement, within one year after the effective date of such Sale and Leaseback Transaction within 180 days Lease-Back Transaction, of such sale to either (Securities 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 42 48 Senior Funded Indebtedness of the Company or a Subsidiary or (y) to the purchase of the Company that matures more than 12 months after its creation a Principal Property or Principal Properties (other than debt the Principal Property involved in such sale or transfer); provided, however, that is subordinated any such 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 Securities or debt sum of (A) an amount equal to the Company or a Subsidiary applicable Redemption Price with respect to Securities delivered within one year after the effective date of the Company) or (ii) the purchase, construction or development of other comparable property; or (e) such Sale and Leaseback Lease-Back Transaction is entered into within 180 days after to the initial acquisition 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 such Restricted Subsidiary, as prepayment provisions and payments at maturity. It is understood that the case may be, retirement of the Principal Property 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 Sale and Leaseback Transaction. ARTICLE ELEVENSecurities 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.

Limitations on Sale and Leaseback Transactions. (a) The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Lease-Back Transaction with respect to any Principal Property unless (a) such Sale and Leaseback Transaction involves except for transactions providing for a lease for a term term, including any renewal thereof, of not more than three years; (b) such Sale 48 months and Leaseback Transaction is except for a transaction between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; Subsidiaries), unless either (cx) the Company or such Restricted Subsidiary would be entitled pursuant to incur Section 3.07(A) to issue, assume or guarantee evidences of indebtedness secured by a Lien mortgage on such Principal Property involved in such Sale and Leaseback Transaction at least equal in an amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above without equally and ratably securing the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined Attributable Debt in good faith respect of such Sale and Lease-Back Transaction without being required by Section 3.07(A) to equally and ratably secure the Board of Directors Principal Amount of the CompanySecurities from time to time outstanding or (y) and the Company applies shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the greater net proceeds thereof (but not in excess of the net proceeds book value of such Principal Property at the date of such sale or transfer) and, in the Attributable Debt with respect case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by the Board of Directors) of the Principal Property so leased (x) to the retirement, within one year after the effective date of such Sale and Leaseback Transaction within 180 days Lease-Back Transaction, of such sale to either (Securities 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 Senior Funded Indebtedness of the Company or a Subsidiary Subsidiary; PROVIDED, HOWEVER, that any such retirement of Securities shall be in accordance with Article 10 and any other terms and provisions of this Indenture and the Company Securities applicable to optional redemption of Securities and, provided further, that matures more than 12 months after its creation (the amount to be applied to such retirement of Securities or other than debt that is subordinated Senior Funded Indebtedness shall be reduced by an amount equal to the Securities or debt sum of (A) an amount equal to the Company or a Subsidiary applicable Redemption Price with respect to Securities delivered within one year after the effective date of the Company) or (ii) the purchase, construction or development of other comparable property; or (e) such Sale and Leaseback Lease-Back Transaction is entered into within 180 days after to the initial acquisition 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 such Restricted Subsidiary, as prepayment provisions and payments at maturity. It is understood that the case may be, retirement of the Principal Property 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 Sale and Leaseback Transaction. ARTICLE ELEVENSecurities 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.

Limitations on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to 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 and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "“Limitations on Liens" ” covenant in Section 1010 above without equally and ratably securing the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback 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 Sale and Leaseback Transaction is entered into 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. ARTICLE ELEVENELEVEN REDEMPTION OF SECURITIES 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 (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

Limitations on Sale and Leaseback Transactions. 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 shall will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with respect any Person (other than with any Subsidiary) providing for the leasing to the Company or any Subsidiary of any Principal Property unless owned or hereafter acquired by the Company or such Subsidiary (a) such Sale and Leaseback Transaction involves a lease except for temporary leases for a term term, including any renewal thereof, of not more than three years; (b) such Sale years and Leaseback Transaction is except for leases between the Company and a Subsidiary of or between Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or between Subsidiaries of the Company; such Subsidiary to such person (cherein referred to as a "Sale and Leaseback Transaction") unless (1) the Company or such Restricted Subsidiary would be entitled entitled, pursuant to the provisions of Section 1008, to incur indebtedness Indebtedness secured by a Lien Security Interest on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount the property to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above be leased without equally and ratably securing the Securities of any applicable series pursuant to such covenant; that series, or (d2) the proceeds Company shall, and in any such case the 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 are 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 fair market value thereof (as determined in good faith by the Board of Directors Directors) of such Principal Property. Notwithstanding the Company) and foregoing, the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such may, and may permit any Subsidiary to, effect any Sale and Leaseback 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 not permitted pursuant to the Securities or debt to the Company or a Subsidiary of the Companyclauses (1) or through (ii) the purchase3), construction or development of other comparable property; or (e) such Sale and Leaseback Transaction is entered into within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case may beinclusive, of this Section 1009, provided that the Principal Property subject to Attributable Debt associated with such Sale and Leaseback Transaction. ARTICLE ELEVEN, together with the aggregate principal amount of Outstanding Indebtedness secured by Security Interests upon Principal Property not permitted pursuant to clauses (A) through (L) of Section 1008(1) and all Subsidiary Indebtedness not otherwise permitted under Section 1012 , inclusive, do not together, and without duplication, exceed 15% of the Consolidated Net Worth of the Company.

Limitations on Sale and Leaseback Transactions. The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Lease-Back Transaction with respect to any Principal Property unless (a) Property, other than any such Sale and Leaseback Transaction involves transaction involving a lease for a term of not more than three years; (b) years of any such Sale and Leaseback Transaction is transaction between the Company and a Restricted Subsidiary of the Company or between Subsidiaries of the Company; Restricted Subsidiaries, unless: (c1) the Company or such Restricted Subsidiary would be entitled to incur incurs indebtedness secured by a Lien mortgage on such the Principal Property involved in such Sale and Leaseback Transaction transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above Lease-Back Transaction, without equally and ratably securing the Securities of any applicable series Securities, pursuant to such covenantSection 1008; or (d2) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies 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 Leaseback Lease-Back Transaction within 180 days of such sale to either (or a combination) of (icombination of) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary of the Company that matures more than 12 months after its the creation (other than debt that is subordinated to the Securities of such indebtedness 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 Sale and Leaseback Transaction . Notwithstanding the restrictions outlined is entered into within 180 days after the initial acquisition by preceding paragraph, the Company or such any Restricted Subsidiary, as the case may be, of the Principal Property Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such Sale restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (b) above, provided that after giving effect thereto, the aggregate amount of such sale and Leaseback Transaction. ARTICLE ELEVENLease-Back Transactions, together with the aggregate amount of all debt secured by mortgages not permitted by clauses (1) through (9) under Section 1008 above, does not exceed 15% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitations on Sale and Leaseback Transactions. The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property (except for a period not exceeding 36 months) 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 and a Subsidiary of the Company or between Subsidiaries of the Company; (ci) the Company Issuer or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to enter into such Sale and Leaseback Transaction pursuant to the first sentence provisions described in the second paragraph of Section 3.06 or, if after giving effect to such 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 "Limitations on Liens" covenant in Section 1010 above Consolidated Tangible Assets without equally and ratably securing the Debt Securities of any applicable series pursuant to such covenant; or (dii) the proceeds Issuer or a Subsidiary of the Issuer applies, within 180 days after the related Sale Transaction, an amount equal to the Net Available Proceeds of such Sale and Leaseback Transaction are (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, securities, or other assets (other than cash or cash equivalents) having a fair market value, determined at the time of such purchase, at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of the net proceeds Net Available Proceeds of such sale and which will be used (or, in the case of 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 Securities redeemed or otherwise retired pursuant to the Attributable Debt with respect provision described above may not be used as credits against any sinking fund obligations. The foregoing limitation will not apply to such Sale and Leaseback Transaction within 180 days of such sale to either any extension, renewal or replacement (or a combinationsuccessive extension, renewal or replacement) in whole or in part 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 Sale and Leaseback Transaction is entered into 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. ARTICLE ELEVEN.

Limitations on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to 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 and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "“Limitations on Liens" ” covenant in Section 1010 above without equally and ratably securing the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback 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 Sale and Leaseback Transaction is entered into 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. Table of Contents ARTICLE ELEVENELEVEN REDEMPTION OF SECURITIES 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 (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

Limitations on Sale and Leaseback Transactions. The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property (except for a period not exceeding 36 months) 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 and a Subsidiary of the Company or between Subsidiaries of the Company; (ci) the Company Issuer or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to enter into such Sale and Leaseback Transaction pursuant to the first sentence provisions described in the second paragraph of Section 3.06 or, if after giving effect to such 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 "Limitations Indenture and otherwise prohibited by Section 3.06 and (b) the Attributable Value of Sale and Leaseback Transactions entered into on Liens" covenant in or after the date of the Indenture and otherwise prohibited by Section 1010 above 3.07 does not exceed 15% of the Consolidated Net Worth without equally and ratably securing the Debt Securities of any applicable series pursuant to such covenant; or (dii) the proceeds Issuer or a Subsidiary of the Issuer applies, within 90 days after the related Sale Transaction, an amount equal 26 34 to the Net Available Proceeds of such Sale and Leaseback Transaction (a) to the redemption of Debt Securities or, to the extent Debt Securities are 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, securities, or other assets (other than cash or cash equivalents) having a fair market value, determined at the time of such purchase, at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of the net proceeds Net Available Proceeds of such sale and which will be used (or, in the case of 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 Securities redeemed or otherwise retired pursuant to the Attributable Debt with respect to such Sale and Leaseback Transaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or provision described above may not be used as credits against any 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 Sale and Leaseback Transaction is entered into 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. ARTICLE ELEVENobligations.

Limitations on Sale and Leaseback Transactions. The Company shall Waste Management will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with respect any Person (other than with any Restricted Subsidiary) providing for the leasing to Waste Management or any Restricted Subsidiary of any Principal Property unless owned or hereafter acquired by Waste Management or such Restricted Subsidiary (a) such Sale and Leaseback Transaction involves a lease except for temporary leases for a term term, including any renewal thereof, of not more than three years; years and except for leases between 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 (b) such herein referred to as a "Sale and Leaseback Transaction is between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; Transaction") unless (ca) the Company Waste Management or such Restricted Subsidiary would be entitled entitled, pursuant to the provisions of (i) clause (1)(a) of Section 5.02(a) or (ii) the second paragraph of Section 5.02(a), to incur indebtedness Indebtedness secured by a Lien Security Interest on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount the property to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above be leased without equally and ratably securing the Securities Obligations, or (b) Waste Management shall, and in any such case Waste Management covenants that it will, within 180 days after the effective date of any applicable series pursuant such arrangement, deliver to such covenant; the Owner Trustee, cash collateral for deposit in a cash collateral account in an amount equal to the fair value (das determined by the Board of Directors) the proceeds 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 (c) Waste Management shall within 180 days after entering into the Sale and Leaseback Transaction are 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 fair market value thereof (as determined in good faith by the Board of Directors of the CompanyDirectors) and the Company applies an amount equal to the greater of the net proceeds of such sale or property. Notwithstanding the Attributable Debt with respect to such foregoing, Waste Management may, and may permit any Restricted Subsidiary to, effect any Sale and Leaseback 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 not acceptable pursuant to the Securities or debt to the Company or a Subsidiary of the Companyclauses (a) or through (ii) the purchasec), construction or development of other comparable property; or (e) such Sale and Leaseback Transaction is entered into within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case may beinclusive, of this Section 5.03, provided that the Principal Property subject to Attributable Debt associated with such Sale and Leaseback Transaction. ARTICLE ELEVEN, together with the aggregate principal amount of outstanding debt secured by Security Interests upon Principal Property not acceptable pursuant to clauses (1) through (12) of Section 5.02, inclusive, do not exceed 15% of Consolidated Net Tangible Assets.

Limitations on Sale and Leaseback Transactions. The Company shall will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Lease-Back Transaction with respect to any Principal Property unless (a) Property, other than any such Sale and Leaseback Transaction involves transaction involving a lease for a term of not more than three years; (b) years of any such Sale and Leaseback Transaction is transaction between the Company and a Restricted Subsidiary of the Company or between Subsidiaries of the Company; Restricted Subsidiaries, unless: (c1) the Company or such Restricted Subsidiary would be entitled to incur incurs indebtedness secured by a Lien mortgage on such the Principal Property involved in such Sale and Leaseback Transaction transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above Lease-Back Transaction, without equally and ratably securing the Securities of any applicable series Securities, pursuant to such covenantSection 1008; or (d2) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies 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 Leaseback Lease-Back Transaction within 180 days of such sale to either (or a combination) of (icombination of) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary of the Company that matures more than 12 months after its the creation (other than debt that is subordinated to the Securities of such indebtedness 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 Sale and Leaseback Transaction . 66 Notwithstanding the restrictions outlined is entered into within 180 days after the initial acquisition by preceding paragraph, the Company or such any Restricted Subsidiary, as the case may be, of the Principal Property Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such Sale restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (b) above, provided that after giving effect thereto, the aggregate amount of such sale and Leaseback Transaction. ARTICLE ELEVENLease-Back Transactions, together with the aggregate amount of all debt secured by mortgages not permitted by clauses (1) through (9) under Section 1008 above, does not exceed 15% of Consolidated Net Tangible Assets of the company as most recently determined on or prior to such date.

Limitations on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to 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 and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "“Limitations on Liens" ” covenant in Section 1010 above without equally and ratably securing the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback 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 Sale and Leaseback Transaction is entered into 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. ARTICLE ELEVEN

Limitations on Sale and Leaseback Transactions. 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 shall will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with respect any Person (other than with any Restricted Subsidiary) providing for the leasing to the Company or any Restricted Subsidiary of any Principal Property unless owned or hereafter acquired by the Company or such Restricted Subsidiary (a) such Sale and Leaseback Transaction involves a lease except for temporary leases for a term term, including any renewal thereof, of not more than three years; (b) such Sale years and Leaseback Transaction is except for leases between the Company and a Restricted Subsidiary of or between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or between Subsidiaries of the Company; such Restricted Subsidiary to such person (cherein referred to as a "Sale and Leaseback Transaction") unless (a) the Company or such Restricted Subsidiary would be entitled entitled, pursuant to the provisions of (1) clause (1)(a) of Section 1008(a) or (2) the second paragraph of Section 1008(a), to incur indebtedness Indebtedness secured by a Lien Security Interest on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount the property to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "Limitations on Liens" covenant in Section 1010 above be leased without equally and ratably securing the Securities of any applicable series pursuant to such covenant; that series, or (db) the proceeds Company shall, and in any such case the 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 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) the Company shall within 180 days after entering into the Sale and Leaseback Transaction are 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 fair market value thereof (as determined in good faith by the Board of Directors of the CompanyDirectors) and the Company applies an amount equal to the greater of the net proceeds of such sale property. Funded Debt means any Indebtedness which by its terms matures at or the Attributable Debt with respect to such Sale and Leaseback 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 Sale and Leaseback Transaction is entered into 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. ARTICLE ELEVENextendable or

Limitations on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to 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 and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the "“Limitations on Liens" ” covenant in Section 1010 above without equally and ratably securing the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Leaseback 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 Sale and Leaseback Transaction is entered into 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. Table Of Contents ARTICLE ELEVENELEVEN REDEMPTION OF SECURITIES