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

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (other than to the Company or to a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease of such property, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) the net proceeds of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (c) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligations) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restrictions on Sale and Lease Back Transactions. The Company Borrower will not, and nor will not it permit any Restricted Domestic Subsidiary to, sell or transfer (other than to enter into any arrangement with any person providing for the Company or to a Restricted Subsidiary) any property owned leasing by the Company Borrower or any Restricted Domestic Subsidiary on thereof of any Principal Property (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the date hereofBorrower and a Domestic Subsidiary or between Domestic Subsidiaries), which Principal Property has been or is to be sold or transferred by the Borrower or such Domestic Subsidiary to such person (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken herein referred to as a whole, with the intention of the Company or any Restricted Subsidiary taking “Sale and Lease back a lease of such property, except a lease for a temporary period (not exceeding five yearsTransaction”) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board Resolutionof Directors of the Borrower) of such property; Principal Property and either (ca) the Company Borrower or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the Obligations, or (b) the Borrower shall, and in any such case the Company Borrower covenants that it will, within 120 days after of the effective date of any such salearrangement (or in the case of (ii) below, applywithin six months thereafter pursuant to a firm purchase commitment entered into within such 120 day period), apply or cause such Restricted Subsidiary to apply, not less than be applied an amount equal to the net proceeds fair value (as so determined) of such sale Principal Property (i) to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (payment or other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt incurred or assumed by the Borrower which ranks senior to or pari passu with the Obligations or of Funded Debt incurred or assumed by the Company Borrower or such Restricted any Domestic Subsidiary shall be reduced by thereof (iother than, in any case, Funded Debt owned by the Borrower or any Domestic Subsidiary thereof) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) to the principal amount purchase of any debenturesPrincipal Property (other than the Principal Property involved in such sale). For this purpose, notes or other instruments evidencing Funded Debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the Company (which may include Obligations) or obligor without requiring the consent of the obligee to a Restricted Subsidiary delivered within 120 days date more than 12 months after the date of the creation of such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionDebt.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any of the Restricted Subsidiaries to, enter into any arrangement with any Person providing for the leasing by the Company or any of the Restricted Subsidiaries of any Principal Property, whether owned at or acquired after the date of the Indenture (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and any Restricted Subsidiary, or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary toto such Person with the intention of taking back a lease of such property (herein referred to as a “Sale and Lease-Back Transaction”) unless (i) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled, sell pursuant to clause (i) or transfer (vi) of Section 3.01(b), without equally and ratably securing the Notes, to create, issue, assume or guarantee indebtedness secured by a mortgage on such property, (ii) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 3.01(c), without equally and ratably securing the Notes, to create, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction or (iii) the Company or such Restricted Subsidiary shall apply, within 180 days of the effective date of such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property or (y) the fair market value (as determined by the Board of Directors of the Company) of such property to either the prepayment or retirement (other than to any mandatory prepayment or retirement) of indebtedness incurred or assumed by the Company or to a any Restricted Subsidiary) any property Subsidiary (other than indebtedness owned by the Company or any Restricted Subsidiary on Subsidiary) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than twelve months after the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease creation of such propertyindebtedness, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) the net proceeds acquisition, construction or improvement of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (c) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, applya real property interest which is, or cause upon such Restricted Subsidiary to applyacquisition, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company construction or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issueimprovement will be, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligations) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionPrincipal Property.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (other than to the Company or to a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease of such property, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) the net proceeds of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (c) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by: (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, ; and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligations) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell enter into any arrangement with any Person providing for the leasing by the Company or transfer any Restricted Subsidiary of any Principal Property, whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which property 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 (herein referred to as a “Sale and Lease-Back Transaction”) unless (i) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of Section 4.06(b), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (ii) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 4.06(c), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction or (iii) the Company shall apply, within 180 days of the effective date of any such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property or (y) the fair market value (as determined by the Board of Directors) of such property to either the prepayment or retirement (other than to any mandatory prepayment or retirement) of indebtedness incurred or assumed by the Company or to a any Restricted Subsidiary) any property Subsidiary (other than indebtedness owned by the Company or any Restricted Subsidiary on Subsidiary) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than twelve months after the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease creation of such propertyindebtedness, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) the net proceeds acquisition, construction or improvement of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (c) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, applya manufacturing plant or manufacturing facility which is, or cause upon such Restricted Subsidiary to applyacquisition, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company construction or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issueimprovement will be, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligations) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionPrincipal Property.

Restrictions on Sale and Lease Back Transactions. The Company Borrower will not, and nor will not it permit any Restricted Domestic Subsidiary to, sell or transfer (other than to enter into any arrangement with any person providing for the Company or to a Restricted Subsidiary) any property owned leasing by the Company Borrower or any Restricted Domestic Subsidiary on thereof of any Principal Property (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the date hereofBorrower and a Domestic Subsidiary or between Domestic Subsidiaries), which Principal Property has been or is to be sold or transferred by the Borrower or such Domestic Subsidiary to such person (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken herein referred to as a whole, with the intention of the Company or any Restricted Subsidiary taking “Sale and Lease-back a lease of such property, except a lease for a temporary period (not exceeding five yearsTransaction”) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board Resolutionof Directors of the Borrower) of such property; Principal Property and either (ca) the Company Borrower or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the Notes, or (b) the Borrower shall, and in any such case the Company Borrower covenants that it will, within 120 days after of the effective date of any such salearrangement (or in the case of (ii) below, applywithin six months thereafter pursuant to a firm purchase commitment entered into within such 120-day period), apply or cause such Restricted Subsidiary to apply, not less than be applied an amount equal to the net proceeds fair value (as so determined) of such sale Principal Property (i) to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (payment or other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt incurred or assumed by the Borrower which ranks senior to or pari passu with the Notes or of Funded Debt incurred or assumed by the Company Borrower or such Restricted any Domestic Subsidiary shall be reduced by thereof (iother than, in any case, Funded Debt owned by the Borrower or any Domestic Subsidiary thereof) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) to the principal amount purchase of any debenturesPrincipal Property (other than the Principal Property involved in such sale). For this purpose, notes or other instruments evidencing Funded Debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the Company (which may include Obligations) or obligor without requiring the consent of the obligee to a Restricted Subsidiary delivered within 120 days date more than 12 months after the date of the creation of such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionDebt.

Restrictions on Sale and Lease Back Transactions. The Company Subject to Section 1.5, the Borrower will not, and nor will not it permit any Restricted Domestic Subsidiary thereof to, sell or transfer (other than to enter into any arrangement with any person providing for the Company or to a Restricted Subsidiary) any property owned leasing by the Company Borrower or any Restricted Domestic Subsidiary on thereof of any Principal Property (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the date hereofBorrower and a Domestic Subsidiary or between Domestic Subsidiaries), which Principal Property has been or is to be sold or transferred by the Borrower or such Domestic Subsidiary to such person (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken herein referred to as a whole, with the intention of the Company or any Restricted Subsidiary taking "Sale and Lease-back a lease of such property, except a lease for a temporary period (not exceeding five yearsTransaction") by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board Resolutionof Directors of the Borrower) of such property; Principal Property and either (ca) the Company Borrower or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the Notes, or (b) the Borrower shall, and in any such case the Company Borrower covenants that it will, within 120 days after of the effective date of any such salearrangement (or in the case of (ii) below, applywithin six months thereafter pursuant to a firm purchase commitment entered into within such 120-day period), apply or cause such Restricted Subsidiary to apply, not less than be applied an amount equal to the net proceeds fair value (as so determined) of such sale Principal Property (i) to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (payment or other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt incurred or assumed by the Borrower which ranks senior to or pari passu with the Notes or of Funded Debt incurred or assumed by the Company Borrower or such Restricted any Domestic Subsidiary shall be reduced by thereof (iother than, in any case, Funded Debt owned by the Borrower or any Domestic Subsidiary thereof) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) to the principal amount purchase of any debenturesPrincipal Property (other than the Principal Property involved in such sale). For this purpose, notes or other instruments evidencing Funded Debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the Company (which may include Obligations) or obligor without requiring the consent of the obligee to a Restricted Subsidiary delivered within 120 days date more than 12 months after the date of the creation of such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionDebt.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell enter into any arrangement with any Person providing for the leasing by the Company or transfer any Restricted Subsidiary of any Principal Property, whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to any Person with the intention of taking back a lease of such property (herein referred to as a “Sale and Lease-Back Transaction”) unless: (i) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of Section 4.06(b), without equally and ratably securing the Securities, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property, or (ii) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 4.06(c), without equally and ratably securing the Securities, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction or (iii) the Company shall apply, within 180 days of the effective date of any such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property or (y) the fair market value (as determined by the Board of Directors) of such property to either the prepayment or retirement (other than to any mandatory prepayment or retirement) of unsubordinated indebtedness incurred or assumed by the Company or to a any Restricted Subsidiary) any property Subsidiary (other than indebtedness owned by the Company or any Restricted Subsidiary on Subsidiary) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than twelve months after the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease creation of such propertyindebtedness, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) the net proceeds acquisition, construction or improvement of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (c) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, applya manufacturing plant or manufacturing facility which is, or cause upon such Restricted Subsidiary to applyacquisition, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company construction or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issueimprovement will be, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligations) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionPrincipal Property.

Restrictions on Sale and Lease Back Transactions. The So long as any Notes are Outstanding, the Company will notnot enter into or permit to exist after the Release Date any Sale and Lease-Back Transaction with respect to any Operating Property if, in any case, the commitment by or on behalf of the purchaser is obtained more than eighteen (18) months after the later of (i) the completion of the acquisition, construction, or development of such Operating Property or (ii) the placing in operation of such Operating Property or of such Operating Property as constructed, developed, or substantially repaired, altered, or improved, unless (x) the Company would be entitled pursuant to Section 6.07(a) to issue, assume, guarantee or permit to exist Debt secured by a Lien on such Operating Property without equally and will not permit any Restricted Subsidiary toratably securing the Notes or (y) the Company would be entitled pursuant to Section 6.07(b), sell or transfer after giving effect to such Sale and Lease-Back Transaction, to incur $1.00 of additional Debt secured by Liens (other than to the Company Liens permitted by Section 6.07(a)) or to a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease of such property, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (az) the Company promptly gives notice shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such Operating Property at the date of such sale to or transfer) and, in the Administrative Agent; (b) the net proceeds case of such a sale are at least or transfer otherwise than for cash, an amount equal to the fair value (as determined by the Board Resolutionof Directors) of such property; and (c) the Company shallOperating Property so leased, and in any such case to the Company covenants that it willretirement, within 120 one hundred eighty (180) days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds effective date of such sale to the retirement Sale and Lease-Back Transaction, of outstanding Funded Notes (in accordance with their terms) or other Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to ranking senior to, or equally with, the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations)Notes; provided provided, however, that the amount to be applied to the such retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by (i) by an amount equal to the amount principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms of Secured Debt which voluntarily retired by the Company or within such Restricted Subsidiary could at that time issueone hundred eighty (180) day period, assume, guarantee or incur excluding retirement pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligations) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionprovisions and payments at Maturity.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (other than to the Company or to a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease of such property, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (ax) the Company promptly gives notice of such sale to the Administrative Fiscal Agent; (by) the net proceeds of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (cz) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations2013 Notes); provided provided, however, that the amount to be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by: (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 7(b) without equally and ratably securing the Obligations2013 Notes, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligationsthe 2013 Notes) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Principal Subsidiary to, sell or transfer engage in any sale and lease-back transactions involving a Principal Property (other than to the Company or to temporary leases for a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereofterm, which (as determined by a Board Resolution) constitutes a major facility including renewals, of not more than three years and leases between the Company and its Restricted Subsidiaries, taken as a whole, with the intention Subsidiary of the Company or any Restricted Subsidiary taking back a lease between Subsidiaries of such property, except a lease for a temporary period (not exceeding five yearsthe Company) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) unless the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by the Board Resolutionof Directors, the Chairman of the Board, the President or the principal financial officer of the Company) of the Principal Property to be leased and: (a) if, in lieu of entering into such property; sale and (c) lease-back transaction, the Company shallwould have been entitled pursuant to the provisions of Section1.03 of this First Supplemental Indenture to issue, assume or guarantee Debt secured by a Lien on the property sold in such sale and lease-back transaction in any such case the Company covenants that it will, within 120 days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale liability attributable to the retirement lease entered into in connection with sale and lease-back transactions existing at such time (discounted at the rate of interest in the lease, or if not in the lease at a rate of interest that is equivalent to the rate of interest that is then being charged with respect to Indebtedness secured by like Liens on like property) without having to secure any outstanding Funded Debt of Notes; (b) the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to would be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur permitted pursuant to the second paragraph provisions of Section 6.02 Section1.03 of this First Supplemental Indenture to incur Debt secured by a Lien on the Principal Property to be leased without equally and ratably securing any Note; or (c) within 180 days of the Obligationseffective date of any such arrangement (or in the case of clause (iii) of this paragraph, andwithin six months thereafter pursuant to a firm purchase commitment entered into within such 180-day period) the Company shall apply an amount equal to the fair value (determined as specified above) of such Principal Property: (i) to the redemption, if applicable, or repurchase, if permitted, of the Notes, (ii) to the principal amount of any debentures, notes payment or other instruments evidencing retirement of Funded Debt incurred or assumed by the Company which ranks senior to or PARI PASSU with the Notes or of Funded Debt incurred or assumed by any Subsidiary of the Company (which may include Obligationsother than, in either case, Funded Debt owned by the Company or any Subsidiary of the Company), or (iii) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, purchase of Principal Property (other than any debenturesthe Principal Property involved in such sale). Notwithstanding anything herein to the contrary, notes or other instruments retired by payment at maturity or pursuant restrictions on sale and lease-back transactions shall not apply to any mandatory sinking fund payment or any mandatory prepayment provisionsale and lease-back arrangements existing on the date of the first issuance of the Notes.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Principal Subsidiary to, sell or transfer engage in any sale and lease-back transactions involving a Principal Property (other than to the Company or to temporary leases for a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereofterm, which (as determined by a Board Resolution) constitutes a major facility including renewals, of not more than three years and leases between the Company and its Restricted Subsidiaries, taken as a whole, with the intention Subsidiary of the Company or any Restricted Subsidiary taking back a lease between Subsidiaries of such property, except a lease for a temporary period (not exceeding five yearsthe Company) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) unless the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by the Board Resolutionof Directors, the Chairman of the Board, the President or the principal financial officer of the Company) of the Principal Property to be leased and: (a) if, in lieu of entering into such property; sale and (c) lease-back transaction, the Company shallwould have been entitled pursuant to the provisions of Section 103 of this Second Supplemental Indenture to issue, assume or guarantee Debt secured by a Lien on the property sold in such sale and lease-back transaction in any such case the Company covenants that it will, within 120 days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale liability attributable to the retirement lease entered into in connection with sale and lease-back transactions existing at such time (discounted at the rate of interest in the lease, or if not in the lease at a rate of interest that is equivalent to the rate of interest that is then being charged with respect to Indebtedness secured by like Liens on like property) without having to secure any outstanding Funded Debt of Notes; (b) the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to would be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur permitted pursuant to the second paragraph provisions of Section 6.02 103 of this Second Supplemental Indenture to incur Debt secured by a Lien on the Principal Property to be leased without equally and ratably securing any Note; or (c) within 180 days of the Obligationseffective date of any such arrangement (or in the case of clause (iii) of this paragraph, andwithin six months thereafter pursuant to a firm purchase commitment entered into within such 180-day period) the Company shall apply an amount equal to the fair value (determined as specified above) of such Principal Property: (i) to the redemption, if applicable, or repurchase, if permitted, of the Notes, (ii) to the principal amount of any debentures, notes payment or other instruments evidencing retirement of Funded Debt incurred or assumed by the Company which ranks senior to or pari passu with the Notes or of Funded Debt incurred or assumed by any Subsidiary of the Company (which may include Obligationsother than, in either case, Funded Debt owned by the Company or any Subsidiary of the Company), or (iii) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, purchase of Principal Property (other than any debenturesthe Principal Property involved in such sale). Notwithstanding anything herein to the contrary, notes or other instruments retired by payment at maturity or pursuant restrictions on sale and lease-back transactions shall not apply to any mandatory sinking fund payment or any mandatory prepayment provisionsale and lease-back arrangements existing on the date of the first issuance of the Notes.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (other than to the Company or to a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease of such property, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative AgentTrustee; (b) the net proceeds of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (c) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the ObligationsOutstanding Securities); provided provided, however, that the amount to be applied to the retirement of Funded -------- ------- Debt of the Company or such Restricted Subsidiary shall be reduced by (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 10.06 without equally and ratably securing ------------- the ObligationsOutstanding Securities of all series, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include ObligationsSecurities of any series) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restrictions on Sale and Lease Back Transactions. The Company Borrower will not, and nor will not it permit any Restricted Domestic Subsidiary to, sell or transfer (other than to enter into any arrangement with any person providing for the Company or to a Restricted Subsidiary) any property owned leasing by the Company Borrower or any Restricted Domestic Subsidiary on of any Principal Property (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the date hereofBorrower and a Domestic Subsidiary or between Domestic Subsidiaries), which Principal Property has been or is to be sold or transferred by the Borrower or such Domestic Subsidiary to such person (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken herein referred to as a whole, with the intention of the Company or any Restricted Subsidiary taking "Sale and Lease-back a lease of such property, except a lease for a temporary period (not exceeding five yearsTransaction") by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board Resolutionof Directors) of such property; Principal Property and either (ca) the Company Borrower or such Domestic Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal Property to be leased without equally and ratably securing the Notes, or (b) the Borrower shall, and in any such case the Company Borrower covenants that it will, within 120 days after of the effective date of any such salearrangement (or in the case of (ii) below, applywithin six months thereafter pursuant to a firm purchase commitment entered into within such 120-day period), or cause such Restricted Subsidiary to apply, not less than apply an amount equal to the net proceeds fair value (as so determined) of such sale Principal Property (i) to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (payment or other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt incurred or assumed by the Borrower which ranks senior to or pari passu with the Notes or of Funded Debt incurred or assumed by any Domestic Subsidiary (other than, in either case, Funded Debt owned by the Company Borrower or such Restricted Subsidiary shall be reduced by (iany Domestic Subsidiary) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) to the principal amount purchase of any debenturesPrincipal Property (other than the Principal Property involved in such sale). For this purpose, notes or other instruments evidencing Funded Debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the Company (which may include Obligations) or obligor without requiring the consent of the obligee to a Restricted Subsidiary delivered within 120 days date more than 12 months after the date of the creation of such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionDebt.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (other than to the Company or to a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease of such property, except a lease for a temporary period (not exceeding five years) by 66 the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) the net proceeds of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (c) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligations) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restrictions on Sale and Lease Back Transactions. The ------------------------------------------------ Company will not, and will not permit enter into any Restricted Subsidiary to, sell or transfer (other than arrangement with any Person providing for the lease to the Company or to a Restricted Subsidiary) of any property owned of the Company (except for temporary leases for a term, including any renewal thereof, of not more than three years), which property has been or is to be sold or transferred by the Company or any Restricted Subsidiary on (a "Sale and Lease-back Transaction") to such Person unless the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease of such property, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative Agent; (b) the net proceeds of such sale are at least equal to the fair value (as determined by Board Resolution) of such propertyproperty and either: (i) the Company would be entitled, pursuant to the provisions of Section 608, to create, assume, incur or suffer to exist a mortgage, lien, pledge, charge or encumbrance of any kind to secure indebtedness on the property to be leased without equally and ratably securing the Securities; and or (cii) the Company shall, and or in any such case the Company covenants that it will, within 120 days after of the effective date of any such salearrangement (or in the case of clause (a) below, applywithin six months thereafter pursuant to a firm purchase commitment entered into within such 120 day period), or cause such Restricted Subsidiary to apply, apply an amount not less than an amount equal to the net proceeds fair value of such sale property to any one or more of (a) the optional redemption of Securities issued under the Indenture in accordance with the provisions of Article Four and the terms of such Securities to be so redeemed or the purchase and retirement of outstanding Funded Debt of Securities as provided pursuant to Article Seven hereof, or (b) the Company and/or any Restricted Subsidiary (payment or other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the Obligations); provided that the amount to be applied to the retirement of Funded Debt incurred or assumed by the Company which ranks pari passu with the Securities (other than Funded Debt owned by the Company), or (c) the purchase at not more than the fair value of property by the Company (other than property of the Company or involved in such Restricted Subsidiary shall be reduced by (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligations) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionsale).

Restrictions on Sale and Lease Back Transactions. The Company Issuer and the Guarantor will not, and will not permit any of their respective Restricted Subsidiary Subsidiaries to, sell enter into any arrangement with any Person providing for the leasing by the Issuer, the Guarantor or transfer any of their respective Restricted Subsidiaries of any Principal Property, whether owned at or acquired after the date of this Indenture (other except for temporary leases for a term, including any renewal thereof, of not more than to three years and except for leases between the Company or to a Issuer and any Restricted Subsidiary) any property owned by , between the Company or Guarantor and any Restricted Subsidiary on the date hereofor between Restricted Subsidiaries), which (as determined property has been or is to be sold or transferred by a Board Resolution) constitutes a major facility of the Company and its Issuer, the Guarantor or such Restricted Subsidiaries, taken as a whole, Subsidiary to such Person with the intention of the Company or any Restricted Subsidiary taking back a lease of such property (herein referred to as a “Sale and Lease-Back Transaction”) unless (i) the Issuer, the Guarantor or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled, pursuant to clause (1) or (6) of Section 4.5(b), without equally and ratably securing the Notes or the Guarantee, to create, issue, assume or guarantee indebtedness secured by a mortgage on such property, except or (ii) the Issuer, the Guarantor or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 4.5(c), without equally and ratably securing the Notes or the Guarantee, to create, issue, assume or guarantee indebtedness secured by a lease for a temporary period (not exceeding five years) by mortgage on such property in an amount at least equal to the end of which it is intended that the use Attributable Debt in respect of such property by Sale and Lease-Back Transaction or (iii) the lessee will be discontinued. Notwithstanding the foregoingIssuer, the Company Guarantor or any such Restricted Subsidiary may so sell any such property and lease it back if (a) shall apply, within 180 days of the Company promptly gives notice effective date of such sale to arrangement, an amount not less than the Administrative Agent; greater of (bx) the net proceeds of the sale of such sale are at least equal to property or (y) the fair market value (as determined by the Board Resolutionof Directors of the Issuer or the Guarantor, as applicable) of such property; and property to either the prepayment or retirement (cother than any mandatory prepayment or retirement) of indebtedness incurred or assumed by the Company shallIssuer, and in any such case the Company covenants that it will, within 120 days after such sale, apply, Guarantor or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to indebtedness owned by the Company Issuer, the Guarantor or any Restricted Subsidiary and other Subsidiary) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than any thereof which is subordinate in right twelve months after the date of payment the creation of such indebtedness, or to the Obligations); provided that the amount to be applied to the retirement of Funded Debt of the Company acquisition, construction or such Restricted Subsidiary shall be reduced by (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 without equally and ratably securing the Obligations, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligations) or improvement of a Restricted Subsidiary delivered within 120 days after real property interest which is, or upon such sale to the applicable trustee for retirement and cancellationacquisition, other than any debenturesconstruction or improvement will be, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisiona Principal Property.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (other than to the Company or to a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease of such property, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (ax) the Company promptly gives notice of such sale to the Administrative Fiscal Agent; (by) the net proceeds of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (cz) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the ObligationsNotes); provided provided, however, that the amount to be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by: (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 7(b) without equally and ratably securing the ObligationsNotes, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include Obligationsthe 2009 Notes) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restrictions on Sale and Lease Back Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (other than to the Company or to a Restricted Subsidiary) any property owned by the Company or any Restricted Subsidiary on the date hereof, which (as determined by a Board Resolution) constitutes a major facility of the Company and its Restricted Subsidiaries, taken as a whole, with the intention of the Company or any Restricted Subsidiary taking back a lease of such property, except a lease for a temporary period (not exceeding five years) by the end of which it is intended that the use of such property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may so sell any such property and lease it back if (a) the Company promptly gives notice of such sale to the Administrative AgentTrustee; (b) the net proceeds of such sale are at least equal to the fair value (as determined by Board Resolution) of such property; and (c) the Company shall, and in any such case the Company covenants that it will, within 120 days after such sale, apply, or cause such Restricted Subsidiary to apply, not less than an amount equal to the net proceeds of such sale to the retirement of outstanding Funded Debt of the Company and/or any Restricted Subsidiary (other than any thereof which is owed to the Company or any Restricted Subsidiary and other than any thereof which is subordinate in right of payment to the ObligationsOutstanding Securities); provided provided, however, that the amount to be applied to the retirement of Funded Debt of the Company or such Restricted Subsidiary shall be reduced by: (i) the amount of Secured Debt which the Company or such Restricted Subsidiary could at that time issue, assume, guarantee or incur pursuant to the second paragraph of Section 6.02 10.06 without equally and ratably securing the ObligationsOutstanding Securities of all series, and (ii) the principal amount of any debentures, notes or other instruments evidencing Funded Debt of the Company (which may include ObligationsSecurities of any series) or of a Restricted Subsidiary delivered within 120 days after such sale to the applicable trustee for retirement and cancellation, other than any debentures, notes or other instruments retired by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.