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

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled, pursuant to Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable property.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries subsidiaries to, sell enter into any arrangement with any Person (other than the Company) providing for the leasing by the Company or transfera subsidiary of any of its properties or assets (except for temporary leases for a term of not more than three (3) years and except for sales and leases of model homes), directly which property or indirectlyasset has been or is to be sold or transferred by the Company or such subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”), except unless (a) the net proceeds to the Company or a Restricted Subsidiary such subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property or asset so leased, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Companyb) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary subsidiary would be entitled, pursuant entitled to Section 10.07, to create incur Indebtedness secured by a Lien on the property or asset to be leased securing Debt pursuant to Section 3.01, (c) the Company shall, and in any such case the Company covenants that it will, apply an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a the Board Resolutionof Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of such the property and (B) the Company causes an amount equal or asset so leased to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement), mandatory prepayment within 180 days of the effective date of any such Sale and Lease-Back Transaction, of Funded Indebtedness of the Company, (d) such Sale and Lease-Back Transaction relates to a sale which occurred within 180 days from the date of acquisition of such property or sinking fund payment or asset by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries a subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later, or (other than Debt that is subordinated e) such transaction was consummated prior to the Outstanding Securities or Debt owed to the Company or one date of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable property.this Indenture Supplement. ARTICLE FOUR

Limitation on Sale and Lease-Back Transactions. (a) The Company Guarantor will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except enter into any arrangement with any Person providing for the leasing to the Company Guarantor or a any Restricted Subsidiary of the Company, any Principal Important Property as an entirety, owned or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property hereafter acquired by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if the Company Guarantor or such Restricted Subsidiary would be entitled(except for temporary leases for a term, pursuant to Section 10.07including any renewal thereof, to create of not more than three years and except for leases between the Guarantor and a Lien on the property Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be leased securing Debt in an amount equal sold or transferred by the Guarantor or such Restricted Subsidiary to the Attributable Debt with respect such Person (herein referred to the sale as a “Sale and leaseLease-back transaction without equally and ratably securing the Outstanding Securities or (iiTransaction”) if (A) unless the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a the Board Resolutionof Directors) of such property and either (Ba) the Company causes Guarantor or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) clause (a)(i) of paragraph (a) of Section 1006 or (2) paragraph (b) of Section 1006 hereof, to incur Debt secured by a mortgage on the Important Property to be leased without equally and ratably securing the Securities, or (b) the Guarantor shall, and in any such case the Guarantor covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the net proceeds fair value (as so determined) of such sale property to the redemption pursuant to Section 1101 hereof or the purchase and leaseretirement of Securities or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Guarantor which ranks senior to or pari passu with the Securities or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Guarantor or any Restricted Subsidiary), or (c) the Guarantor shall, at or prior to the time of entering into the Sale and Lease-back transactions Transaction, enter into a bona fide commitment or commitments to be applied within 180 days expend for the acquisition or improvement of an Important Property an amount at least equal to the fair value (as so determined) of such sale and lease-back transaction to property. For this purpose, funded debt means any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but which by its terms being matures at or is extendable or renewable or extendible, at the sole option of the obligor in respect thereof, beyond 12 without requiring the consent of the obligee to a date more than twelve months from its after the date of the creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertysuch Debt.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any subsidiary to, enter into any arrangement with any person (other than the Company) providing for the leasing by the Company or a subsidiary of any of its Restricted Subsidiaries toproperties or assets (except for temporary leases for a term of not more than three (3) years and except for sales and leases of model homes), sell which property has been or transferis to be sold or transferred by the Company or such subsidiary to such person (herein referred to as a "Sale and Lease-Back Transaction"), directly or indirectly, except unless (a) the net proceeds to the Company or a Restricted Subsidiary such subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property so leased, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Companyb) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary subsidiary would be entitled, pursuant entitled to Section 10.07, to create incur Indebtedness secured by a Lien on the property to be leased securing Debt pursuant to Section 3.01, (c) the Company shall, and in any such case the Company covenants that it will, apply an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a the Board Resolutionof Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of such the property and (B) the Company causes an amount equal so leased to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement), mandatory prepayment or sinking fund payment or within 180 days of the effective date of any such Sale and Lease-Back Transaction, of Funded Indebtedness of the Company, (d) such Sale and Lease-Back Transaction relates to a sale which occurred within 180 days from the date of acquisition of such property by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries a subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later, or (other than Debt that is subordinated e) such transaction was consummated prior to the Outstanding Securities or Debt owed to the Company or one date of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertythis Indenture Supplement.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries subsidiaries to, sell enter into any arrangement with any Person (other than the Company) providing for the leasing by the Company or transfera subsidiary of any of its properties or assets (except for temporary leases for a term of not more than three (3) years and except for sales and leases of model homes), directly which property or indirectlyasset has been or is to be sold or transferred by the Company or such subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), except unless (a) the net proceeds to the Company or a Restricted Subsidiary such subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property or asset so leased, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Companyb) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary subsidiary would be entitled, pursuant entitled to Section 10.07, to create incur Indebtedness secured by a Lien on the property or asset to be leased securing Debt pursuant to Section 3.01, (c) the Company shall, and in any such case the Company covenants that it will, apply an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a the Board Resolutionof Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of such the property and (B) the Company causes an amount equal or asset so leased to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement), mandatory prepayment within 180 days of the effective date of any such Sale and Lease-Back Transaction, of Funded Indebtedness of the Company, (d) such Sale and Lease-Back Transaction relates to a sale which occurred within 180 days from the date of acquisition of such property or sinking fund payment or asset by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries a subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later, or (other than Debt that is subordinated e) such transaction was consummated prior to the Outstanding Securities or Debt owed to the Company or one date of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertythis Indenture Supplement.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Domestic Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (1) a lease of all or substantial part of such property, except transaction providing for a lease for a period term, including any renewal thereof, of not more than three years or less at years, by the end of which term it is intended that the use of such property Principal Property by the lessee will be discontinued, (2) a transaction between the Company and a Domestic Subsidiary or between Domestic Subsidiaries, (3) a transaction between the Company or a Domestic Subsidiary and a joint venture in which the Company or a Domestic Subsidiary has an interest or (4) a transaction between the Company or a Domestic Subsidiary and any other Person primarily for the purpose of financing the acquisition, development or construction of one or more restaurants by one or more franchisees of the Company or of a Domestic Subsidiary), unless either (i) the Company or such Domestic Subsidiary would be entitled pursuant to Section 1008 to issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property without equally and ratably securing the Securities or (ii) the Company or such Domestic Subsidiary shall apply or cause to be applied within 180 days after the effective date of such Sale and Lease-Back Transaction, an amount equal to the Net Available Proceeds therefrom to (A) the acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Indebtedness of the Company or a Domestic Subsidiary (other than such Indebtedness owned by the Company or a Domestic Subsidiary) which, in the case of such Indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities; provided; that, notwithstanding however, that any such retirement of Securities shall be in accordance with Article Eleven and any other terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries Domestic Subsidiary may sell enter into a Principal Property (as such term is defined with respect Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1009 to the Company) and lease it back for a period longer than three years (i) if extent that the Company or such Restricted Subsidiary would be entitledAttributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to the last paragraph of Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to 1008 and the Attributable Debt with respect to the sale Value of all other Sale and leaseLease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds Back Transactions permitted by this paragraph, does not exceed 15% of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyConsolidated Capitalization.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Principal Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (x) a lease of all or substantial part of such property, except transaction providing for a lease for a period term, including any renewal thereof, of not more than three years or less at years, by the end of which term it is intended that the use of such property Principal Property by the lessee will be discontinued; , (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, and (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest), unless either (i) the Company or such Principal Subsidiary would be entitled pursuant to Section 1008 to issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property without equally and ratably securing the Securities or (ii) the Company or such Principal Subsidiary shall apply or cause to be applied within 180 days after the effective date of such Sale and Lease-Back Transaction, an amount equal to the Net Available Proceeds therefrom to (A) the acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Indebtedness of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company or a Principal Subsidiary) which, in the case of such Indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities, provided; that, notwithstanding however, that any such retirement of Securities shall be in accordance with Article Eleven and any other terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries Principal Subsidiary may sell enter into a Principal Property (as such term is defined with respect Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1009 to the Company) and lease it back for a period longer than three years (i) if extent that the Company or such Restricted Subsidiary would be entitledAttributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to the last paragraph of Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to 1008 and the Attributable Debt with respect to the sale Value of all other Sale and leaseLease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds Back Transactions permitted by this paragraph, does not exceed 10% of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement Consolidated Net Tangible Assets of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyCompany.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit So long as ---------------------------------------------- any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoingSecurities are Outstanding, the Company shall not enter into or permit to exist, any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined Sale and Lease-Back Transaction with respect to any Operating Property if, in any case, the Companycommitment by or on behalf of the purchaser is obtained more than eighteen (18) and lease it back for a period longer than three years months after the later of (i) if 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 or developed or substantially repaired, altered or improved, unless (x) the Company or such Restricted Subsidiary would be entitled, entitled pursuant to Section 10.07608(a) to issue, assume, guarantee or permit to create exist Debt secured by a Lien on the property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale and lease-back transaction such Operating Property without equally and ratably securing the Outstanding Securities or (iiy) if the Company would be entitled pursuant to Section 608(b), after giving effect to such Sale and Lease-Back Transaction, to incur $1.00 of additional Debt secured by Liens (Aother than Liens permitted by Section 608(a)) or (z) the Company shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such Operating Property at the date of such sale and lease-back transactions are at least or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by a the Board Resolutionof Directors of the Company) of the Operating Property so leased, to the retirement, within one hundred eighty (180) days after the effective date of such property Sale and Lease-Back Transaction, of Securities (Bin accordance with their terms) or other Debt of the Company causes ranking senior to, or equally with, the Securities; provided, however, that the amount to be applied to such retirement of Debt shall be reduced by an amount equal to the net proceeds principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms of Debt voluntarily retired by the Company within such sale and lease-back transactions one hundred eighty (180) day period, excluding retirement pursuant to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment prepayment provisions and payments at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyMaturity.

Limitation on Sale and Lease-Back Transactions. (a) The Company Issuer will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to enter into any arrangement with any Person providing for the Company leasing by the Issuer or a Restricted Subsidiary as lessee of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, (except a lease for temporary leases for a period term of not more than three years years), which property has been or less at the end of which it is intended that the use of such property to be sold or transferred by the lessee will be discontinued; provided; thatIssuer or such Restricted Subsidiary to such person (herein referred to as a "Sale and Lease-Back Transaction"), notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years unless (i) if the Company Issuer or such Restricted Subsidiary would be entitled, pursuant entitled to Section 10.07, to create incur Debt secured by a Lien Mortgage on the property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale without violation of Section 3.09 and lease-back transaction without equally and ratably securing the Outstanding Securities of each series or (ii) if the Issuer shall, and in any such case the Issuer covenants that it will, apply an amount equal to the greater of (Aa) the net proceeds of such sale and lease-back transactions are at least equal to or transfer or (b) the fair value (as determined by a the Board Resolutionof Directors) of such the property and (B) the Company causes an amount equal so leased to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment defeasance or retirement (other than any mandatory retirement), mandatory prepayment within 120 days of the effective date of any such arrangement, of Senior Funded Indebtedness; provided, however, that the amount to be so applied to the defeasance or sinking fund payment retirement of such Senior Funded Indebtedness will be reduced by an amount (not previously used to reduce the amount of such defeasance or retirement) equal to the lesser of (x) the amount expended by payment at maturitythe Issuer since the date of this Indenture and within twelve months prior to the effective date of any such arrangement or within 120 days thereafter for the acquisition by it of unencumbered Principal Properties or (y) the fair value (as determined by the Board of Directors) of other Debt of unencumbered Principal Properties so acquired by the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyIssuer during such twelve-month period and 120-day period.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (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 a Restricted Subsidiary of or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company, any Principal Property Company or such Restricted Subsidiary to such Person (herein referred to as an entirety, or any substantial portion thereof, with a "Sale and Lease-back Transaction") unless the intention of taking back a lease of all or substantial part net proceeds of such property, except a lease for a period sale are at least equal to the fair value (as determined by the Board of three years or less at the end of which it is intended that the use Directors) of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property and either (as such term is defined with respect to the Companya) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of Section 10.071006 or (2) paragraph (b) of Section 1006 hereof, to create incur Debt secured by a Lien mortgage on the property Important Property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the redemption pursuant to Section 1101 hereof or 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 or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (ii) if other than, in either case, funded debt owned by the Company or any Restricted Subsidiary), or (Ac) the net proceeds Company shall, at or prior to the time of such sale entering into the Sale and leaseLease-back transactions are Transaction, enter into a bona fide commitment or commitments to expend for the acquisition or improvement of an Important Property an amount at least equal to the fair value (as determined by a Board Resolutionso determined) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to property. For this purpose, funded debt means any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but which by its terms being matures at or is extendable or renewable or extendible, at the sole option of the obligor in respect thereof, beyond 12 without requiring the consent of the obligee to a date more than twelve months from its after the date of the creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertysuch Debt.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (i) a lease of all or substantial part of such property, except transaction providing for a lease for a period term of not more than three years years, (ii) the commitment by or less at on behalf of the end purchaser is obtained within 120 days after the acquisition, construction or placing in service of which it the Principal Property, (iii) the transaction is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, between the Company and a Restricted Subsidiary or any of its between Restricted Subsidiaries may sell a Principal Property Subsidiaries, (as such term is defined with respect to the Companyiv) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled, entitled pursuant to Section 10.07, 5.2(a) to create Incur Debt secured by a Lien on the property such Principal Property to be leased securing Debt back in an amount equal to the Attributable Debt with respect to the sale such Sale and leaseLease-back transaction Back Transaction without equally and ratably securing the Outstanding Securities or (iiv) if the Company or such Restricted Subsidiary shall apply or cause to be applied, an amount equal to the greater of (Ax) the net proceeds of so sold and leased back pursuant to such sale arrangement and lease-back transactions are at least equal to (y) the fair market value (as determined by a the Board Resolutionof Directors) of the Principal Property so sold and leased back pursuant to such property and (B) the Company causes an amount equal arrangement, to the net proceeds of such sale and lease-back transactions to be applied retirement, within 180 days after the effective date of such sale Sale and leaseLease-back transaction to any (Back Transaction, of Securities or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its a Restricted Subsidiaries (Subsidiary; provided, however, that any such retirement of Securities shall be in accordance with Section 3.1; and provided further, that the amount to be applied to such retirement of Securities or other than Debt that is subordinated shall be reduced by an amount equal to the Outstanding sum of (A) an amount equal to the principal amount of Securities delivered within 180 days after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (B) the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms, of other Debt owed to voluntarily retired by the Company or one of its a Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertySubsidiary within such 180-day period).

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Principal Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (x) a lease of all or substantial part of such property, except transaction providing for a lease for a period term, including any renewal thereof, of not more than three years or less at years, by the end of which term it is intended that the use of such property Principal Property by the lessee will be discontinued, (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest, unless either (i) the Company or such Principal Subsidiary would be entitled pursuant to Section 1008 to issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property without equally and ratably securing the Securities or (ii) the Company or such Principal Subsidiary shall apply or cause to be applied within 180 days after the effective date of such Sale and Lease-Back Transaction, an amount equal to the Net Available Proceeds therefrom to (A) the acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Indebtedness of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company or a Principal Subsidiary) which, in the case of such Indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities; provided; that, notwithstanding however, that any such retirement of Securities shall be in accordance with Article Eleven and any other terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries Principal Subsidiary may sell enter into a Principal Property (as such term is defined with respect Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1009 to the Company) and lease it back for a period longer than three years (i) if extent that the Company or such Restricted Subsidiary would be entitledAttributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to the last paragraph of Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to 1008 and the Attributable Debt with respect to the sale Value of all other Sale and leaseLease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds Back Transactions permitted by this paragraph, does not exceed 10% of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement Consolidated Net Tangible Assets of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyCompany.

Limitation on Sale and Lease-Back Transactions. (a) The If this covenant shall be made applicable to the Securities of a particular series as contemplated by Section 301 hereof, each of the Company and the Guarantor covenants and agrees that so long as any Securities of such series remains outstanding, each will not, and the Guarantor will not permit any of its Restricted Subsidiaries Significant Subsidiary to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary of enter into any arrangement with any person (other than the Company, the Guarantor or a Significant Subsidiary), providing for the leasing to the Company, the Guarantor or a Significant Subsidiary of any Principal Property as an entiretyassets which have been or are to be sold or transferred by the Company, the Guarantor or any substantial portion thereof, with the intention of taking back such Significant Subsidiary to such person (a lease of all or substantial part of "Sale and Lease-Back Transaction") unless; (i) such property, except transaction involves a lease for a temporary period not to exceed three years; (ii) such transaction is between the Company, the Guarantor or a Significant Subsidiary and an affiliate of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinuedGuarantor; provided; that, notwithstanding the foregoing, (iii) the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary Guarantor would be entitled, pursuant entitled to Section 10.07, to create incur debt secured by a Lien on the assets or property to be leased securing Debt involved in an such transaction at least equal in amount equal to the Attributable Debt with respect to the sale such Sale and leaseLease-back transaction Back Transaction, without equally and ratably securing the Outstanding Securities Securities, pursuant to the limitation on Liens described above other than pursuant to the penultimate paragraph thereof; (iv) such transaction is entered into within 90 days after the initial acquisition by the Company or the Guarantor of the assets or property subject to such transaction; (v) after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such Sale and Lease-Back Transactions does not exceed 10% of Consolidated Net Tangible Assets; or (ii) if (Avi) the net proceeds Company, the Guarantor or a Significant Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale and lease-back transactions are at least equal to or transfer may have been made by the fair value (as determined by Company, the Guarantor or such Significant Subsidiary, applies in the case of a Board Resolution) of such property and (B) the Company causes sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the assets so leased at the time of entering into such sale and lease-back transactions arrangement (as determined by the Board of Directors of the Company, the Guarantor or such Significant Subsidiary), (a) to be applied within 180 days the retirement of such sale and lease-back transaction to any (debt, incurred or assumed by the Company, the Guarantor or a combination) of (i) the prepayment or retirement of the Outstanding SecuritiesSignificant Subsidiary, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but which by its terms being matures at, or is extendible or renewable or extendible, at the option of the obligor in respect thereofto, beyond 12 a date more than twelve months from its creation after the date of incurring, assuming or guaranteeing such debt or (iiib) to investment in any assets of the purchaseCompany, construction, development, expansion the Guarantor or improvement of other comparable propertyany Significant Subsidiary.

Limitation on Sale and Lease-Back Transactions. (a) The So ---------------------------------------------- long as the Securities shall be Outstanding, the Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell enter into any arrangement with any Person (other than the Company or transfer, directly or indirectly, except to any Restricted Subsidiary) providing for the leasing by the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property owned by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any such Restricted Subsidiary (except for leases for a term of its not more than three years), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiaries may sell a Subsidiary to such person on the security of such Principal Property more than 365 days after the acquisition thereof or the completion of construction and commencement of full operation thereof (as such term is defined with respect to the Companya "Sale and Lease-Back Transaction"), unless either (a) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled, entitled pursuant to Section 10.07, 3.8 to create incur Indebtedness secured by a Lien Mortgage on the property Principal Property to be leased securing Debt back equal in an amount equal to the Attributable Debt with respect to the sale such Sale and leaseLease-back transaction Back Transaction without equally and ratably securing the Outstanding Securities Securities, or (iib) if (A) the Company shall, and in any such case the Company covenants that it will, apply or cause to be applied an amount equal to the greater of the net proceeds of such sale and lease-back transactions are at least equal to or the fair value (as determined by a the Board Resolutionof Directors of the Company) of such the property and (B) the Company causes an amount equal so sold to the net proceeds purchase of such sale and lease-back transactions Principal Property or to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement), within 365 days of the effective date of any such Sale and Lease-Back Transaction, of Securities or other Funded Indebtedness; provided, however, that -------- ------- any such retirement of Securities shall be made in accordance with this Indenture; and provided, further, that the amount to be applied to such -------- ------- retirement of Securities or other Funded Indebtedness shall be reduced by an amount equal to the sum of (i) an amount equal to the principal amount of any Securities delivered within 365 days after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation, and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 365-day period, excluding, in each case, retirements pursuant to mandatory prepayment or sinking fund payment or by payment prepayment provisions and payments at maturity) of other Debt of Maturity. Notwithstanding the foregoing, the Company or its any Restricted Subsidiaries (other than Debt that is subordinated Subsidiary may enter into Sale and Lease-Back Transactions in addition to any permitted by the Outstanding immediately preceding paragraph and without any obligation to retire any Securities or Debt owed to the Company or one of its Restricted Subsidiaries) other Indebtedness; provided, that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option time of -------- entering into such Sale and Lease-Back Transaction and after giving effect thereto, Attributable Debt resulting from such Sale and Lease-Back Transaction, plus the obligor aggregate amount of all Indebtedness secured by a Mortgage (not including Indebtedness excluded as provided in respect thereofclauses (i) through (x) under Section 3.8 above), beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement does not exceed 20% of other comparable propertyConsolidated Assets.

Limitation on Sale and Lease-Back Transactions. (a) The Company Guarantor will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except enter into any arrangement with any Person providing for the leasing to the Company Guarantor or a any Restricted Subsidiary of the Company, any Principal Important Property as an entirety, owned or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property hereafter acquired by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if the Company Guarantor or such Restricted Subsidiary would be entitled(except for temporary leases for a term, pursuant to Section 10.07including any renewal thereof, to create of not more than three years and except for leases between the Guarantor and a Lien on the property Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be leased securing Debt in an amount equal sold or transferred by the Guarantor or such Restricted Subsidiary to the Attributable Debt with respect such Person (herein referred to the sale as a "Sale and leaseLease-back transaction without equally and ratably securing the Outstanding Securities or (iiTransaction") if (A) unless the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a the Board Resolutionof Directors) of such property and either (Ba) the Company causes Guarantor or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) clause (a) (i) of paragraph (a) of Section 1006 or (2) paragraph (b) of Section 1006 hereof, to incur Debt secured by a mortgage on the Important Property to be leased without equally and ratably securing the Securities, or (b) the Guarantor shall, and in any such case the Guarantor covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the net proceeds fair value (as so determined) of such sale property to the redemption pursuant to Section 1101 hereof or the purchase and leaseretirement of Securities or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Guarantor which ranks senior to or pari passu with the Securities or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Guarantor or any Restricted Subsidiary), or (c) the Guarantor shall, at or prior to the time of entering into the Sale and Lease-back transactions Transaction, enter into a bona fide commitment or commitments to be applied within 180 days expend for the acquisition or improvement of an Important Property an amount at least equal to the fair value (as so determined) of such sale and lease-back transaction to property. For this purpose, funded debt means any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but which by its terms being matures at or is extendable or renewable or extendible, at the sole option of the obligor in respect thereof, beyond 12 without requiring the consent of the obligee to a date more than twelve months from its after the date of the creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertysuch Debt.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Principal Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (x) a lease of all or substantial part of such property, except transaction providing for a lease for a period term, including any renewal thereof, of not more than three years or less at years, by the end of which term it is intended that the use of such property Principal Property by the lessee will be discontinued; provided; that, notwithstanding (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, and (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest), unless either (i) the Company or such Principal Subsidiary would be entitled pursuant to clauses (1) through (10) of the second paragraph of Section 1005 to issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property without equally and ratably securing the Securities or (ii) the Company or such Principal Subsidiary shall apply or cause to be applied within 180 days after the effective date of such Sale and Lease-Back Transaction, an amount equal to the Net Available Proceeds therefrom to (A) the acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Indebtedness of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company or a Principal Subsidiary) which, in the case of such Indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries Principal Subsidiary may sell enter into a Principal Property (as such term is defined with respect Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1006 to the Company) extent that the Attributable Value thereof, together with the principal amount of all Indebtedness secured by a Lien upon any Principal Property, or upon shares of capital stock of or evidences of Indebtedness issued by any Principal Subsidiary and lease it back for a period longer than three years (i) if owned by the Company or such Restricted any Principal Subsidiary would be entitled, pursuant to and not otherwise permitted by clauses (1) – (10) of the second paragraph of Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to 1005 above and the Attributable Debt with respect to Value of all other Sale and Lease-Back Transactions entered into after the sale date of this Indenture and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined permitted only by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement this paragraph, does not exceed 15% of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt Consolidated Net Tangible Assets of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyCompany.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Principal Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (x) a lease of all or substantial part of such property, except transaction providing for a lease for a period term, including any renewal thereof, of not more than three years or less at years, by the end of which term it is intended that the use of such property Principal Property by the lessee NY12534: 53599.4 will be discontinued; provided; that, notwithstanding (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, and (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest), unless either (i) the Company or such Principal Subsidiary would be entitled pursuant to Section 1007 to issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property without equally and ratably securing the Securities or (ii) the Company or such Principal Subsidiary shall apply or cause to be applied within 180 days after the effective date of such Sale and Lease-Back Transaction, an amount equal to the Net Available Proceeds therefrom to (A) the acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Indebtedness of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company or a Principal Subsidiary) which, in the case of such Indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries Principal Subsidiary may sell enter into a Principal Property (as such term is defined with respect Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1008 to the Company) and lease it back for a period longer than three years (i) if extent that the Company or such Restricted Subsidiary would be entitledAttributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to the last paragraph of Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to 1007 and the Attributable Debt with respect to the sale Value of all other Sale and leaseLease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds Back Transactions permitted by this paragraph, does not exceed 10% of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement Consolidated Net Tangible Assets of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyCompany.

Limitation on Sale and Lease-Back Transactions. (a) The Company will Issuer shall not, and will not nor shall it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to enter into any arrangement with any person providing for the Company leasing by the Issuer or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention (except for temporary leases for terms of taking back a lease of all or substantial part of such property, except a lease for a period of not more than three years or less at between the end of Issuer or a Subsidiary and a Restricted Subsidiary), title to which it property has been or is intended that the use of such property to be sold or transferred by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if the Company Issuer or such Restricted Subsidiary would be entitledto such person (such transaction herein referred to as a “Sale and Lease-Back Transaction”), pursuant to Section 10.07, to create a Lien on unless the property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions or transfer are at least equal to the fair value (as determined by a the Board Resolutionof Directors) of such property and either (Bi) the Company causes Issuer or such Restricted Subsidiary would be entitled to incur, assume or guarantee Debt secured by a Mortgage on the Principal Property to be leased without equally and ratably securing the Notes pursuant to Section 3.2(a) or (ii) the Issuer shall, and in any such case the Issuer covenants that it will, apply an amount equal to the net proceeds fair value (as determined by the Board of such sale and lease-back transactions Directors) of the property so leased to be applied the retirement, within 180 90 days of the effective date of any such sale Sale and leaseLease-back transaction to any (or a combination) Back Transaction, of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company Issuer or its any Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but Subsidiary which by its terms being matures at, or is extendible or renewable or extendible, at the option of the obligor in respect to, a date more than twelve months after the date of the creation of such Debt and which ranks prior to or on a parity with the Notes; provided, however, that the term Sale and Lease-Back Transaction shall not include any arrangement with the United States of America, any of its territories or possessions, or any state thereof, beyond 12 months from its creation or (iii) any department, agency, instrumentality or political subdivision of any thereof, or any department, agency or instrumentality of any such political subdivision, entered into for the purchase, construction, development, expansion purpose of financing all or improvement any part of other comparable propertythe purchase price or the cost of constructing or improving the property subject to such arrangement.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any subsidiary to, enter into any arrangement with any person (other than the Company) providing for the leasing by the Company or a subsidiary of any of its Restricted Subsidiaries toproperties or assets (except for temporary leases for a term of not more than three (3) years and except for sales and leases of model homes), sell which property has been or transferis to be sold or transferred by the Company or such subsidiary to such person (herein referred to as a "Sale and Lease-Back Transaction"), directly or indirectly, except unless (a) the net proceeds to the Company or a Restricted Subsidiary such subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property so leased, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Companyb) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary subsidiary would be entitled, pursuant entitled to Section 10.07, to create incur Indebtedness secured by a Lien on the property to be leased securing Debt pursuant to Section 3.01, (c) the Company shall, and in any such case the Company covenants that it will, apply an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a the Board Resolutionof Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of such the property and (B) the Company causes an amount equal so leased to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement), mandatory prepayment or sinking fund payment or within 180 days of the effective date of any such Sale and Lease-Back Transaction, of Funded Indebtedness of the Company, (d) such Sale and Lease-Back Transaction relates to a sale which occurred within 180 days from the date of acquisition of such property by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries a subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later, or (other than Debt that is subordinated e) such transaction was consummated prior to the Outstanding Securities or Debt owed to the Company or one date of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable property.this Indenture Supplement. ARTICLE FOUR

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Principal Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (x) a lease of all or substantial part of such property, except transaction providing for a lease for a period term, including any renewal thereof, of not more than three years or less at years, by the end of which term it is intended that the use of such property Principal Property by the lessee will be discontinued; , (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, and (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest), unless either (i) the Company or such Principal Subsidiary would be entitled pursuant to Section 1007 to issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property without equally and ratably securing the Securities or (ii) the Company or such Principal Subsidiary shall apply or cause to be applied within 180 days after the effective date of such Sale and Lease-Back Transaction, an amount equal to the Net Available Proceeds therefrom to (A) the acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Indebtedness of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company or a Principal Subsidiary) which, in the case of such Indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities, provided; that, notwithstanding however, that any such retirement of Securities shall be in accordance with Article Eleven and any other terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities. 77 Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries Principal Subsidiary may sell enter into a Principal Property (as such term is defined with respect Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1008 to the Company) and lease it back for a period longer than three years (i) if extent that the Company or such Restricted Subsidiary would be entitledAttributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to the last paragraph of Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to 1007 and the Attributable Debt with respect to the sale Value of all other Sale and leaseLease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds Back Transactions permitted by this paragraph, does not exceed 10% of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement Consolidated Net Tangible Assets of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyCompany.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit So long as any of its Restricted Subsidiaries tothe Debentures remain Outstanding, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary of the Company, shall not enter into any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of Sale and Lease-Back Transaction unless: (i) such property, except transaction involves a lease for a temporary period of not to exceed three years or less at the end of which it years; (ii) such transaction is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, between the Company or any and an affiliate of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company; (iii) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled, pursuant entitled to Section 10.07, to create incur Debt secured by a Lien on the assets or property to be leased securing Debt involved in an such transaction at least equal in amount equal to the Attributable Debt with respect to the sale such Sale and leaseLease-back transaction Back Transaction, without equally and ratably securing the Outstanding Securities Debentures, as provided in Section 1009; (iv) such transaction is entered into within 90 days after the initial acquisition by the Company of the assets or property subject to such transaction; (ii) if (Av) the net proceeds Company, within the 12 months preceding the sale or transfer or the 12 months following the sale or transfer, regardless of when such sale and lease-back transactions are at least equal to or transfer may have been made by the fair value (as determined by Company, applies in the case of a Board Resolution) of such property and (B) the Company causes sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the assets so leased at the time of entering into such sale and lease-back transactions arrangement (as determined by the Board of Directors of the Company), (a) to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding SecuritiesDebt, (ii) the prepayment incurred or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or assumed by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but which by its terms being matures at, or is extendible or renewable or extendible, at the option of the obligor in respect thereofto, beyond a date more than 12 months from its creation after the date of incurring, assuming or guaranteeing such Debt or (iiib) to investment in any assets of the purchaseCompany. Notwithstanding the restrictions on Liens set forth in Section 1009 and restrictions on Sale and Lease-Back Transactions set forth in this Section 1010, constructionthe Company shall be entitled, developmentin addition to amounts permitted under such restrictions, expansion to create Indebtedness secured by Liens, or improvement to enter into Sale and Lease-Back Transactions; provided that, after giving effect thereto, the aggregate outstanding amount of other comparable propertyall such Indebtedness secured by Liens plus Attributable Debt resulting from such Sale and Lease-Back Transactions shall not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sale and Lease-Back Transactions. (a) The So long as the Securities shall be Outstanding, the Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary of the Company, enter into any Principal Property as an entirety, or lease with any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, Person (other than the Company or any of its Restricted Subsidiaries may sell a Subsidiary) covering any Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if owned by the Company or such Restricted Subsidiary as of the date hereof that is subsequently sold by the Company or such Restricted Subsidiary to such Person in connection with such lease (a "Sale and Lease-Back Transaction") unless the Company or such Restricted Subsidiary: (a) would be entitled, pursuant entitled under Section 3.8 to Section 10.07, to create incur Indebtedness secured by a Lien on the property Principal Property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale such Sale and leaseLease-back transaction Back Transaction without equally and ratably securing the Outstanding Securities Securities; or (iib) if uses (A) within 365 days of the net proceeds effective date of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolutiontransaction) of such property and (B) the Company causes an amount equal to the net proceeds from the sale of such sale Principal Property to repay any Funded Indebtedness; provided, however, that the foregoing shall not prohibit the Company or any Restricted Subsidiary from entering into any Sale and leaseLease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of Back Transaction: (i) the prepayment involving a lease with a term of three years or retirement of the Outstanding Securities, less; or (ii) that is entered into within 365 days after the prepayment later of the acquisition, the completion of construction, or retirement (other than any mandatory retirementthe commencement of operation of such Principal Property. Notwithstanding the foregoing, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its any Restricted Subsidiaries (other than Debt that is subordinated Subsidiary may enter into Sale and Lease-Back Transactions in addition to any permitted by the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendibleimmediately preceding paragraph if, at the option time of entering into such Sale and Lease-Back Transaction and after giving effect thereto, the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement aggregate amount of other comparable propertyall Exempt Indebtedness does not exceed 15% of Consolidated Assets determined as of a date not more than 90 days prior thereto.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to enter into any Sale and Lease-Back Transaction unless (a) the Company or a Restricted Subsidiary sum of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) the Attributable Debt to be outstanding pursuant to such Sale and Lease-Back Transaction, (ii) all Attributable Debt then outstanding pursuant to all other Sale and Lease-Back Transactions entered into by the Company after May 15, 1997, or entered into by a Subsidiary after May 15, 1997 or, if later, the date on which it became a Subsidiary, and (iii) the aggregate of all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Company Securities are secured equally and ratably with (or prior to) such Restricted Subsidiary Secured Indebtedness and any Secured Indebtedness issued in connection with one or more Securitizations as permitted by Section 1008) would be entitled, pursuant to Section 10.07, to create a Lien on the property to be leased securing Debt in not exceed 3% of Consolidated Net Tangible Assets or (b) an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) greater of (i) the prepayment net proceeds to the Company or retirement the Subsidiary of the Outstanding Securities, sale of the Principal Property sold and leased back pursuant to such Sale and Lease-Back Transaction and (ii) the prepayment or amount of Attributable Debt to be outstanding pursuant to such Sale and Lease-Back Transaction is applied to the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Funded Debt of the Company or its Restricted Subsidiaries any Subsidiary (other than Funded Debt that which is subordinated subordinate to the Outstanding Securities or Debt owed which is owing to the Company or one any Subsidiary) within 180 days after the consummation of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertysuch Sale and Lease-Back Transaction.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Principal Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (x) a lease of all or substantial part of such property, except transaction providing for a lease for a period term, including any renewal thereof, of not more than three years or less at years, by the end of which term it is intended that the use of such property Principal Property by the lessee will be discontinued; provided; that, notwithstanding (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, and (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest), unless either (i) the Company or such Principal Subsidiary would be entitled pursuant to Section 1007 to issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property without equally and ratably securing the Securities or (ii) the Company or such Principal Subsidiary shall apply or cause to be applied within 180 days after the effective date of such Sale and Lease-Back Transaction, an amount equal to the Net Available Proceeds therefrom to (A) the acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Indebtedness of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company or a Principal Subsidiary) which, in the case of such Indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries Principal Subsidiary may sell enter into a Principal Property (as such term is defined with respect Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1008 to the Company) and lease it back for a period longer than three years (i) if extent that the Company or such Restricted Subsidiary would be entitledAttributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to the last paragraph of Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to 1007 and the Attributable Debt with respect to the sale Value of all other Sale and leaseLease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds Back Transactions permitted by this paragraph, does not exceed 10% of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement Consolidated Net Tangible Assets of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyCompany.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled, pursuant to Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable property.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to enter into any arrangement with any Person providing for the leasing by the Company or a Restricted Subsidiary of the Company, any Principal Producing Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all Refining or substantial part of such property, Manufacturing Property (except a lease for temporary leases for a period term of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer not more than three years (i) if years), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitledto such Person (herein referred to as a "Sale and Lease-Back Transaction"), pursuant to Section 10.07, to create a Lien on unless the property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a the Board Resolutionof Directors of the Company) of such property and (B1) the Company causes or such Restricted Subsidiary would be entitled to issue, assume or guarantee Debt, in an amount equal to the fair value (as determined by the Board of Directors of the Company) of the property so leased, secured by a Mortgage on the property to be leased without equally and ratably securing the Securities of any series and without violation of the provisions of Section 1005; (2) the Company shall apply within 12 months after the consummation of such transaction an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of issued, assumed or guaranteed by the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but which by its terms being matures at, or is extendible or renewable or extendible, at the option of the obligor in respect thereofto, beyond a date more than 12 months from its after the date of the creation of such Debt; or (iii3) since the date of this Indenture and within a period commencing 12 months prior to the consummation of such transaction and ending 12 months after the consummation of such transaction, the Company or such Restricted Subsidiary has expended or shall expend for any Producing Property or Refining or Manufacturing Property an amount equal to (A) the purchase, construction, development, expansion net proceeds of such transaction and the Company elects to designate such amount as a credit against such transaction or improvement (B) a part of other comparable property.the net proceeds of such transaction and the Company elects to designate such amount as a credit against such transaction and applies an amount equal to the remainder of the net proceeds as provided in Clause (2) above. 54 63

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Principal Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (x) a lease of all or substantial part of such property, except transaction providing for a lease for a period term, including any renewal thereof, of not more than three years or less at years, by the end of which term it is intended that the use of such property Principal Property by the lessee will be discontinued; provided; that, notwithstanding (y) a transaction between the Company and a Principal Subsidiary or between Principal Subsidiaries, and (z) a transaction between the Company or a Principal Subsidiary and a joint venture in which the Company or a Principal Subsidiary has an interest), unless either (i) the Company or such Principal Subsidiary would be entitled pursuant to clauses (1) through (10) of the second paragraph of Section 1005 to issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property without equally and ratably securing the Securities or (ii) the Company or such Principal Subsidiary shall apply or cause to be applied within 180 days after the effective date of such Sale and Lease-Back Transaction, an amount equal to the Net Available Proceeds therefrom to (A) the acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Indebtedness of the Company or a Principal Subsidiary (other than such Indebtedness owned by the Company or a Principal Subsidiary) which, in the case of such Indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries Principal Subsidiary may sell enter into a Principal Property (as such term is defined with respect Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1006 to the Company) extent that the Attributable Value thereof, together with the principal amount of all Indebtedness secured by a Lien upon any Principal Property, or upon shares of capital stock of or evidences of Indebtedness issued by any Principal Subsidiary and lease it back for a period longer than three years (i) if owned by the Company or such Restricted any Principal Subsidiary would be entitled, pursuant to and not otherwise permitted by clauses (1) — (10) of the second paragraph of Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to 1005 above and the Attributable Debt with respect to Value of all other Sale and Lease-Back Transactions entered into after the sale date of this Indenture and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined permitted only by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement this paragraph, does not exceed 15% of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt Consolidated Net Tangible Assets of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyCompany.

Limitation on Sale and Lease-Back Transactions. (a) The If this covenant shall be made applicable to the Securities of a particular series as contemplated by Section 301 hereof, each of the Company and the Guarantor covenants and agrees that so long as any Securities of such series remains outstanding, each will not, and the Guarantor will not cause or permit any of its Restricted Subsidiaries Significant Subsidiary to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary of enter into any arrangement with any person (other than the Company, the Guarantor or a Significant Subsidiary), providing for the leasing by the Company, the Guarantor or a Significant Subsidiary of any Principal Property as an entiretyassets which have been or are to be sold or transferred by the Company, the Guarantor or any substantial portion thereof, with the intention of taking back such Significant Subsidiary to such person (a lease of all or substantial part of "Sale and Lease-Back Transaction") unless; (i) such property, except transaction involves a lease for a temporary period not to exceed three years; (ii) such transaction is between the Company, the Guarantor or a Significant Subsidiary and an affiliate of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinuedGuarantor; provided; that, notwithstanding the foregoing, (iii) the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary Guarantor would be entitled, pursuant entitled to Section 10.07, to create incur Debt secured by a Lien on the assets or property to be leased securing Debt involved in an such transaction at least equal in amount equal to the Attributable Debt with respect to the sale such Sale and leaseLease-back transaction Back Transaction, without equally and ratably securing the Outstanding Securities Securities, pursuant to the limitation on Liens described above other than pursuant to the penultimate paragraph thereof; (iv) such transaction is entered into within 90 days after the initial acquisition by the Company or the Guarantor of the property subject to such transaction; (v) after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such Sale and Lease-Back Transactions does not exceed 10% of Consolidated Net Tangible Assets; or (ii) if (Avi) the net proceeds Company, the Guarantor or a Significant Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale and lease-back transactions are at least equal to or transfer may have been made by the fair value (as determined by Company, the Guarantor or such Significant Subsidiary, applies in the case of a Board Resolution) of such property and (B) the Company causes sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the assets so leased at the time of entering into such sale and lease-back transactions arrangement (as determined by the Board of Directors of the Company, the Guarantor or such Significant Subsidiary), (a) to be applied within 180 days the retirement of such sale and lease-back transaction to any (debt, incurred or assumed by the Company, the Guarantor or a combination) of (i) the prepayment or retirement of the Outstanding SecuritiesSignificant Subsidiary, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but which by its terms being matures at, or is extendible or renewable or extendible, at the option of the obligor in respect thereofto, beyond 12 a date more than twelve months from its creation after the date of incurring, assuming or guaranteeing such debt or (iiib) to investment in any assets of the purchaseCompany, construction, development, expansion the Guarantor or improvement of other comparable propertyany Significant Subsidiary.

Limitation on Sale and Lease-Back Transactions. (a) The Neither the Company nor any Subsidiary Guarantor will, nor will not, and will not they permit any of its Restricted their Subsidiaries (excluding Foreign Subsidiaries) to, sell enter into any sale and lease-back transaction for the sale and leasing back of any property or transferasset, directly whether now owned or indirectlyhereafter acquired, of the Company or any Subsidiary (except such transactions (i) entered into prior to the Issue Date, (ii) for the sale and leasing back of any property or asset by a Subsidiary to the Company or a Restricted to another Subsidiary of the CompanyGuarantor (or, any Principal Property as an entiretyif there are no Subsidiary Guarantors, or any substantial portion thereofanother Subsidiary), with the intention of taking back a lease of all or substantial part of such property, except a lease (iii) involving leases for a period of less than three years or less at (iv) in which the end lease for the property or asset is entered into within 180 days after the later of which it is intended that the use date of acquisition, completion of construction or commencement or full operations of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, or asset) unless (a) the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitledentitled under Section 4.2(a) to create, pursuant incur or permit to Section 10.07, to create exist a Lien on the property assets to be leased securing Debt Indebtedness in an amount at least equal to the Attributable Debt with in respect to the sale and lease-back of such transaction without equally and ratably securing the Outstanding Securities, (b) the Company or any Subsidiary would be entitled under Section 4.2(b) to create, incur or permit to exist a Lien on the assets to be leased securing Indebtedness in an amount at least equal to the Attributable Debt in respect of such transaction without equally and ratably securing the Securities or (ii) if (Ac) the net proceeds of such the sale and lease-back transactions of the assets to be leased are at least equal to their fair market value and the fair value proceeds are applied to the purchase or acquisition (as determined by a Board Resolutionor in the case of real property, the construction) of such property and (B) the Company causes an amount equal assets or to the net proceeds repayment of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt Indebtedness of the Company or its Restricted Subsidiaries any Subsidiary Guarantor (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendibleor, at the option of the obligor in respect thereofif there are no Subsidiary Guarantors, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyanother Subsidiary). SECTION 4.4.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (i) a lease of all or substantial part of such property, except transaction providing for a lease for a period term of not more than three years years, (ii) the commitment by or less at on behalf of the end purchaser is obtained within 120 days after the acquisition, construction or placing in service of which it the Principal Property, (iii) the transaction is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, between the Company and a Restricted Subsidiary or any of its between Restricted Subsidiaries may sell a Principal Property Subsidiaries, (as such term is defined with respect to the Companyiv) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled, entitled pursuant to Section 10.07, 4.2(a) to create Incur Debt secured by a Lien on the property such Principal Property to be leased securing Debt back in an amount equal to the Attributable Debt with respect to the sale such Sale and leaseLease-back transaction Back Transaction without equally and ratably securing the Outstanding Securities or (iiv) if the Company or such Restricted Subsidiary shall apply or cause to be applied, an amount equal to the greater of (Ax) the net proceeds of so sold and leased back pursuant to such sale arrangement and lease-back transactions are at least equal to (y) the fair market value (as determined by a the Board Resolutionof Directors) of the Principal Property so sold and leased back pursuant to such property and (B) the Company causes an amount equal arrangement, to the net proceeds of such sale and lease-back transactions to be applied retirement, within 180 days after the effective date of such sale Sale and leaseLease-back transaction to any (Back Transaction, of Securities or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its a Restricted Subsidiaries (Subsidiary; provided, however, that any such retirement of Securities shall be in accordance with Section 3.1 and provided further that the amount to be applied to such retirement of Securities or other than Debt that is subordinated shall be reduced by an amount equal to the Outstanding sum of (A) an amount equal to the principal amount of Securities delivered within 180 days after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (B) the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms, of other Debt owed to voluntarily retired by the Company or one of its a Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertySubsidiary within such 180-day period).

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entiretyProperty, or other than any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except transaction involving a lease for a period term of not more than three years or less at the end of which it is intended that the use of any such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, transaction between the Company and a Restricted Subsidiary or any of its between Restricted Subsidiaries may sell a Principal Property Subsidiaries, unless: (as such term is defined with respect to the Company1) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled, pursuant entitled to Section 10.07, to create incur indebtedness secured by a Lien mortgage on the property to be leased securing Debt Principal Property involved in an such transaction at least equal in amount equal to the Attributable Debt with respect to such Sale and Lease-Back Transaction pursuant to any of clause (1), (2), (3), (4), (5), (6), (7), (8), (9), (10) or (11) of the sale and lease-back transaction first paragraph under Section 1008 without equally and ratably securing the Outstanding Securities Securities, pursuant to Section 1008; or (ii2) if (A) the Company shall apply an amount equal to the greater of the net proceeds of such sale and leasethe Attributable Debt with respect to such Sale and Lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied Back Transaction within 180 days of such sale and lease-back transaction to any either (or a combination) of (icombination of) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of other Debt debt for borrowed money of the Company or its a Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) Subsidiary that matures more than 12 months after its the creation of such indebtedness or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion construction or improvement development of other comparable property. Notwithstanding the restrictions outlined in the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to enter into Sale and Lease-Back Transactions which would otherwise be subject to such restrictions, without applying the net proceeds of such transactions in the manner set forth in clause (2) above under this Section 1009; provided that after giving effect thereto, the aggregate amount of such Sale and Lease-Back Transactions, together with the aggregate amount of all outstanding Secured Debt not permitted by clauses (1) through (11) under Section 1008, does not exceed the greater of $500 million and 10% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date.

Limitation on Sale and Lease-Back Transactions. (a) The Company Issuer will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell or transfer, directly or indirectly, except to enter into any arrangement with any Person providing for the Company leasing by the Issuer or a Restricted Subsidiary as lessee of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, (except a lease for temporary leases for a period term of not more than three years years), which property has been or less at the end of which it is intended that the use of such property to be sold or transferred by the lessee will be discontinued; provided; thatIssuer or such Restricted Subsidiary to such person (herein referred to as a “Sale and Lease-Back Transaction”), notwithstanding unless (a) the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if the Company Issuer or such Restricted Subsidiary would be entitled, pursuant entitled to Section 10.07, to create incur Debt secured by a Lien Mortgage on the property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale without violation of Section 3.09 and lease-back transaction without equally and ratably securing the Outstanding Securities of each series or (b) the Issuer shall, and in any such case the Issuer covenants that it will, apply an amount equal to the greater of (i) the proceeds of such sale or transfer or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a the Board Resolutionof Directors) of such the property and (B) the Company causes an amount equal so leased to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment defeasance or retirement (other than any mandatory retirement), mandatory prepayment within 120 days of the effective date of any such arrangement, of Senior Funded Indebtedness; provided, however, that the amount to be so applied to the defeasance or sinking fund payment retirement of such Senior Funded Indebtedness will be reduced by an amount (not previously used to reduce the amount of such defeasance or retirement) equal to the lesser of (x) the amount expended by payment at maturitythe Issuer since the date of this Indenture and within twelve months prior to the effective date of any such arrangement or within 120 days thereafter for the acquisition by it of unencumbered Principal Properties or (y) the fair value (as determined by the Board of Directors) of other Debt of unencumbered Principal Properties so acquired by the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyIssuer during such twelve-month period and 120-day period.

Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Domestic Subsidiary to, sell or transfer, directly or indirectly, except enter into any Sale and Lease-Back Transaction with respect to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back (except for (1) a lease of all or substantial part of such property, except transaction providing for a lease for a period term, including any renewal thereof, of not more than three years or less at years, by the end of which term it is intended that the use of such property Principal Property by the lessee will be discontinued, (2) a transaction between the Company and a Domestic Subsidiary or between Domestic Subsidiaries, (3) a transaction between the Company or a Domestic Subsidiary and a joint venture in which the Company or a Domestic Subsidiary has an interest or (4) a transaction between the Company or a Domestic Subsidiary and any other Person primarily for the purpose of financing the acquisition, development or construction of one or more restaurants by one or more franchisees of the Company or of a Domestic Subsidiary), unless either (i) the Company or such Domestic Subsidiary would be entitled pursuant to Section 1008 to issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property without equally and ratably securing the Securities or (ii) the Company or such Domestic Subsidiary shall apply or cause to be applied within 180 days after the effective date of such Sale and Lease-Back Transaction, an amount equal to the Net Available Proceeds therefrom to (A) the acquisition of one or more Principal Properties or (B) to the retirement of Securities or the repayment of other Indebtedness of the Company or a Domestic Subsidiary (other than such Indebtedness owned by the Company or a Domestic Subsidiary) which, in the case of such Indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities; provided; that, notwithstanding however, that any such retirement of Securities shall be in accordance with Article Eleven and any other terms and provisions of this Indenture and the Securities applicable to optional redemption of Securities. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries Domestic Subsidiary may sell enter into a Principal Property (as such term is defined with respect Sale and Lease-Back Transaction which would otherwise be prohibited by this Section 1009 to the Company) and lease it back for a period longer than three years (i) if extent that the Company or such Restricted Subsidiary would be entitledAttributable Value thereof, together with all indebtedness secured by Liens permitted pursuant to the last paragraph of Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to 1008 and the Attributable Debt with respect to the sale Value of all other Sale and leaseLease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds Back Transactions permitted by this paragraph, does not exceed 10% of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable propertyConsolidated Capitalization.

Limitation on Sale and Lease-Back Transactions. (a) The So long as the Notes shall be Outstanding, the Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, sell enter into any arrangement with any Person (other than the Company or transfer, directly or indirectly, except to any Restricted Subsidiary) providing for the leasing by the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property owned by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any such Restricted Subsidiary (except for leases for a term of its not more than three years), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiaries may sell a Subsidiary to such person on the security of such Principal Property more than 365 days after the acquisition thereof or the completion of construction and commencement of full operation thereof (as such term is defined with respect to the Company) a "Sale and lease it back for a period longer than three years Lease-Back Transaction"), unless either (i) if the Company or such Restricted Subsidiary would be entitled, entitled pursuant to Section 10.07, 3.1 to create incur Indebtedness secured by a Lien Mortgage on the property Principal Property to be leased securing Debt back equal in an amount equal to the Attributable Debt with respect to the sale such Sale and leaseLease-back transaction Back Transaction without equally and ratably securing the Outstanding Securities Notes, or (ii) if (A) the Company shall, and in any such case the Company covenants that it will, apply or cause to be applied an amount equal to the greater of the net proceeds of such sale and lease-back transactions are at least equal to or the fair value (as determined by a the Board Resolutionof Directors of the Company) of such the property and (B) the Company causes an amount equal so sold to the net proceeds purchase of such sale and lease-back transactions Principal Property or to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement), within 365 days of the effective date of any such Sale and Lease-Back Transaction, of Notes or other Funded Indebtedness; provided, however, that any such retirement of Notes shall be made in accordance with the Indenture; and provided, further, that the amount to be applied to such retirement of Notes or other Funded Indebtedness shall be reduced by an amount equal to the sum of (a) an amount equal to the principal amount of any Notes delivered within 365 days after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation, and (b) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 365-day period, excluding, in each case, retirements pursuant to mandatory prepayment or sinking fund payment or by payment prepayment provisions and payments at maturity) of other Debt of Maturity. Notwithstanding the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable property.foregoing,

Limitation on Sale and Lease-Back Transactions. If this covenant shall be made applicable to the Securities of a particular series, the Company covenants and agrees that so long as any Securities of such series remains outstanding neither it nor any Significant Subsidiary will enter into any arrangement with any person (a) The other than the Company will notor a Significant Subsidiary), and will not permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except providing for the leasing to the Company or a Restricted Significant Subsidiary of any assets which have been or are to be sold or transferred by the Company, any Principal Property as an entirety, Company or any substantial portion thereof, with the intention of taking back such Significant Subsidiary to such person (a lease of all or substantial part of "Sale and Lease-Back Transaction") unless; (i) such property, except transaction involves a lease for a temporary period of not to exceed three years or less at the end of which it years; (ii) such transaction is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, between the Company or any a Significant Subsidiary and an affiliate of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company; (iii) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled, pursuant entitled to Section 10.07, to create incur indebtedness secured by a Lien on the assets or property to be leased securing Debt involved in an such transaction at least equal in amount equal to the Attributable Debt attributable debt with respect to the sale such Sale and leaseLease-back transaction Back Transaction, without equally and ratably securing the Outstanding Securities Securities, pursuant to the limitation on Liens described above other than pursuant to the penultimate paragraph thereof; (iv) such transaction is entered into within 60 days after the initial acquisition by the Company of the assets or property subject to such transaction; (v) after giving effect thereto, the aggregate amount of all attributable debt with respect to all such Sale and Lease-Back Transactions does not exceed 10% of Consolidated Net Tangible Assets; or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (Bvi) the Company causes or a Significant Subsidiary within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Company or such Significant Subsidiary, applies in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of such a sale and lease-back transactions or transfer otherwise than for cash, an amount equal to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement fair value of the Outstanding Securities, assets so leased at the time of entering into such arrangement (ii) as determined by the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) Board of other Debt Directors of the Company or its Restricted Subsidiaries such Significant Subsidiary), (other than Debt that is subordinated a) to the Outstanding Securities retirement of indebtedness for money borrowed, incurred or Debt owed to assumed by the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but a Significant Subsidiary, which by its terms being matures at, or is extendible or renewable or extendible, at the option of the obligor in respect thereofto, beyond 12 a date more than twelve months from its creation after the date of incurring, assuming or guaranteeing such debt or (iiib) to investment in any assets of the purchase, construction, development, expansion Company or improvement of other comparable propertyany Significant Subsidiary.