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

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will not cause, suffer or permit any Subsidiary to, enter into any Sale and Leaseback Transaction of any Principal Property unless at the effective time of such Sale and Leaseback Transaction (a) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction, or (c) the Company shall apply an amount equal to such Attributable Debt, within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as of the date of its creation and 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 or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback Transaction.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will not cause, suffer or permit any Subsidiary to, enter into any Sale and Leaseback Transaction of any Principal Property unless at the effective time of such Sale and Leaseback Transaction (a) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction, or (c) the Company shall apply an amount equal to such Attributable Debt, within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as of the date of its creation and 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 or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback Transaction.. SECTION 10.11

Restrictions on Sale and Leaseback Transactions. The Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not cause, suffer or it permit any Subsidiary to, enter into any ar- rangement with any Person providing for the leasing by the Company or any Subsidiary of any Operating Property or Operating Asset that has been or is to be sold or transferred by the Company or such Subsidiary to such person with the intention of taking back a lease of such property (a "Sale and Leaseback Transaction Transaction") unless the terms of such sale or transfer have been determined by the Company's Board of Directors, in the case of any Principal sale or transfer involving proceeds in excess of $25 million, to be fair and arms'-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property unless or Operating Asset at the effective time of such Sale and Leaseback Transaction sale or transfer to (aA) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary, or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties, or (ii) the Company or such Subsidiary would be entitled, without equally and ratably securing at the Securitieseffective date of such sale or transfer, to incur Secured Debt Indebtedness secured by a mortgage Lien on such Operating Property or security interest on the Principal Property to be leased pursuant to Section 10.09 aboveOperating Assets, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal to the Attributable Debt in respect of such thereof, without equally and ratably securing the Notes pursuant to Section 10.11. The foregoing restriction will not apply to (w) any Sale and Leaseback TransactionTransaction for a term of not more than three years including renewals, (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (c1) the Company shall apply an amount equal date of issuance of the Notes under this Indenture or (2) the date such Operating Property was acquired (as the term "acquired" is used in the definition of Operating Property), (y) any Sale and Leaseback Transaction with respect to such Attributable Debt, Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as later of the date of its creation and whichsuch property was acquired and, if applicable, the date such property was first placed in the case of such indebtedness of the Companyoperation, is not subordinate and junior in right of payment to the prior payment of the Securities or the prepayment or retirement of (z) any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to between the Trustee for retirement Company and cancellation, and (ii) a Subsidiary or between Subsidiaries provided that the aggregate principal amount of such indebtedness (other than the Securities) retired by lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionSubsidiary.

Restrictions on Sale and Leaseback Transactions. The Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not cause, suffer or it permit any Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Subsidiary of any Operating Property or Operating Asset that has been or is to be sold or transferred by the Company or such Subsidiary to such person with the intention of taking back a lease of such property (a "Sale and Leaseback Transaction Transaction") unless the terms of such sale or transfer have been determined by the Company's Board of Directors, in the case of any Principal sale or transfer involving proceeds in excess of $25 million, to be fair and arms'-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property unless or Operating Asset at the effective time of such Sale and Leaseback Transaction sale or transfer to (aA) the prepayment or retire- ment (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary, or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties, or (ii) the Company or such Subsidiary would be entitled, without equally and ratably securing at the Securitieseffective date of such sale or transfer, to incur Secured Debt Indebtedness secured by a mortgage Lien on such Operating Property or security interest on the Principal Property to be leased pursuant to Section 10.09 aboveOperating Assets, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal to the Attributable Debt in respect of such thereof, without equally and ratably securing the Notes pursuant to Section 10.11. The foregoing restriction will not apply to (w) any Sale and Leaseback TransactionTransaction for a term of not more than three years including renewals, (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (c1) the Company shall apply an amount equal date of issuance of the Notes under this Indenture or (2) the date such Operating Property was acquired (as the term "acquired" is used in the definition of Operating Property), (y) any Sale and Leaseback Transaction with respect to such Attributable Debt, Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as later of the date of its creation and whichsuch property was acquired and, if applicable, the date such property was first placed in the case of such indebtedness of the Companyoperation, is not subordinate and junior in right of payment to the prior payment of the Securities or the prepayment or retirement of (z) any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to between the Trustee for retirement Company and cancellation, and (ii) a Subsidiary or between Subsidiaries provided that the aggregate principal amount of such indebtedness (other than the Securities) retired by lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionSubsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will shall not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Operating Property unless at the effective time of such Sale and Leaseback Transaction (a) that has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal Person subsequent to the Attributable Debt in respect date of this First Supplemental Indenture with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction, ”) unless the terms of such sale or (c) transfer have been determined by the Company shall to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or any Restricted Subsidiary (1) apply an amount equal to such Attributable Debt, within 180 days after the effective date Net Proceeds of such Sale and Leaseback Transaction, sale or transfer of such Operating Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Securities or other indebtedness for borrowed money which was recorded as Senior Funded Debt as of the date of its creation and which, in the case Company or Funded Debt of such indebtedness Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company, is ’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not subordinate and junior in right of payment apply to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationa term of not more than three years including renewals, and (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the aggregate principal amount date such property was acquired (as the term “acquired” is used in the definition of such indebtedness Operating Property), or (other than iii) any Sale and Leaseback Transaction between the Securities) retired by Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionWholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not cause, suffer or it permit any Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Subsidiary of any Operating Property or Operating Asset that has been or is to be sold or transferred by the Company or such Subsidiary to such Person with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction Transaction”) unless the terms of such sale or transfer have been determined by the Company’s Board of Directors, in the case of any Principal sale or transfer involving proceeds in excess of $25 million, to be fair and arms’-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property unless or Operating Asset at the effective time of such Sale and Leaseback Transaction sale or transfer to (aA) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary, or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties, or (ii) the Company or such Subsidiary would be entitled, without equally and ratably securing at the Securitieseffective date of such sale or transfer, to incur Secured Debt Indebtedness secured by a mortgage Lien on such Operating Property or security interest on the Principal Property to be leased pursuant to Section 10.09 aboveOperating Assets, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal to the Attributable Debt in respect of such thereof, without equally and ratably securing the Notes pursuant to Section 10.11. The foregoing restriction will not apply to (w) any Sale and Leaseback TransactionTransaction for a term of not more than three years including renewals, (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (c1) the Company shall apply an amount equal date of issuance of the Notes under this Indenture or (2) the date such Operating Property was acquired (as the term “acquired” is used in the definition of Operating Property), (y) any Sale and Leaseback Transaction with respect to such Attributable Debt, Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as later of the date of its creation and whichsuch property was acquired and, if applicable, the date such property was first placed in the case of such indebtedness of the Companyoperation, is not subordinate and junior in right of payment to the prior payment of the Securities or the prepayment or retirement of (z) any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to between the Trustee for retirement Company and cancellation, and (ii) a Subsidiary or between Subsidiaries provided that the aggregate principal amount of such indebtedness (other than the Securities) retired by lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionSubsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall will not, and will not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property unless at whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the effective time Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to any Person with the intention of taking back a lease of such property (herein referred to as a “Sale and Leaseback Transaction Transaction”), unless: (ai) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitledentitled pursuant to clause (2) or (7) of Section 4.01(b), without equally and ratably securing the SecuritiesNotes, to incur Secured Debt create, incur, issue, assume or guarantee indebtedness secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 abovesuch property, or (bii) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitledentitled pursuant to Section 4.01(c), without equally and ratably securing the SecuritiesNotes, to incur Secured Debt create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction, Transaction or (ciii) the Company shall apply an amount equal to such Attributable Debtapply, within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as of the date of its creation and 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 or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 365 days of the effective date of any such Sale and Leaseback Transaction to arrangement, an amount not less than the Trustee for retirement and cancellation, and greater of (iix) the aggregate principal amount net proceeds of the sale of such indebtedness property or (y) the fair market value (as determined by the Board of Directors) of such property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Funded Debt or to the Securities) retired by the Company acquisition, construction or improvement of a Subsidiary within 180 days of the effective date of any manufacturing plant or manufacturing facility which is, or upon such Sale and Leaseback Transactionacquisition, construction or improvement will be, a Principal Property.

Restrictions on Sale and Leaseback Transactions. The Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not cause, suffer or it permit any Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Subsidiary of any Operating Property or Operating Asset that has been or is to be sold or transferred by the Company or such Subsidiary to such Person with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction Transaction”) unless the terms of such sale or transfer have been determined by the Company’s Board of Directors, in the case of any Principal sale or transfer involving proceeds in excess of $25 million, to be fair and arms’-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property unless or Operating Asset at the effective time of such Sale and Leaseback Transaction sale or transfer to (aA) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties or (ii) the Company or such Subsidiary would be entitled, without equally and ratably securing at the Securitieseffective date of such sale or transfer, to incur Secured Debt Indebtedness secured by a mortgage Lien on such Operating Property or security interest on the Principal Property to be leased pursuant to Section 10.09 aboveOperating Assets, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal to the Attributable Debt in respect of such thereof, without equally and ratably securing the Notes pursuant to Section 10.11. The foregoing restriction will not apply to (w) any Sale and Leaseback TransactionTransaction for a term of not more than three years including renewals; (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (c1) the Company shall apply an amount equal Issue Date or (2) the date such Operating Property was acquired (as the term “acquired” is used in the definition of Operating Property); (y) any Sale and Leaseback Transaction with respect to such Attributable Debt, Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as later of the date of its creation and whichsuch property was acquired and, if applicable, the date such property was first placed 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 operation; or the prepayment or retirement of (z) any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to between the Trustee for retirement Company and cancellation, and (ii) a Subsidiary or between Subsidiaries provided that the aggregate principal amount of such indebtedness (other than the Securities) retired by lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionSubsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall notExcept as provided in Section 4.06, none of the Issuers shall, and will not cause, suffer or none of the Issuers shall permit any <PAGE> 41 Restricted Subsidiary to, after the date hereof, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by any such Issuer or Restricted Subsidiary of any Principal Property now owned or hereafter acquired which has been or is to be sold or transferred by such Issuer or Restricted Subsidiary to such Person with the intention of taking back a lease of such Principal Property (a "Sale and Leaseback Transaction"), unless the net proceeds of such sale or transfer have been determined by the Board of Directors to be at least equal to the fair market value of such Principal Property or asset at the effective time of such sale and transfer and either (i) such Issuer or Restricted Subsidiary applies or causes to be applied an amount equal to the net proceeds of such sale or transfer, within 180 days of receipt thereof, to the retirement or prepayment (other than any mandatory retirement or prepayment, except mandatory retirements or prepayments required as a result of such Sale and Leaseback Transaction Transaction) of Funded Debt of any Issuer or any Restricted Subsidiary ranking senior to or pari passu with the Securities or to the purchase, construction or development of property or assets to be used in the ordinary course of business, or (aii) such Issuer or Restricted Subsidiary would, on the Company effective date of such sale or such Subsidiary would transfer, be entitled, without equally and ratably securing the Securitiespursuant to this Indenture, to incur Secured Debt issue, assume or guarantee Indebtedness secured by a mortgage or security interest on the Lien upon such Principal Property to be leased pursuant to Section 10.09 aboveProperty, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal in amount to the Attributable Debt in respect of such Sale and Leaseback TransactionTransaction without equally and ratably securing the Securities. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (i) between any Issuer and Restricted Subsidiary or between Restricted Subsidiaries or Issuers, provided that the lessor shall be an Issuer or a Wholly Owned Restricted Subsidiary, (cii) the Company shall apply an amount equal to such Attributable Debtwhich has a lease of less than three years in length, (iii) entered into within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as later of the date purchase, construction of its creation and which, in the case development of such indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; providedor assets, however, that or the amount to be so applied to the retirement commencement of operation of such indebtedness shall be reduced by Principal Property or (iiv) involving the aggregate principal amount distribution warehouse of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationXxxxx Apparel Group, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionInc. at South Xxxx, Xxxxxxxx.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will shall not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Operating Property unless at the effective time of such Sale and Leaseback Transaction (a) that has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal person subsequent to the Attributable Debt in respect date of this Third Supplemental Indenture with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction, ”) unless the terms of such sale or (c) transfer have been determined by the Company shall apply an amount equal to such Attributable Debtbe fair and arm’s length and, within 180 days after the effective date receipt of the proceeds of such Sale and Leaseback Transactionsale or transfer, the Company or any Restricted Subsidiary (1) apply an amount equal to the Net Proceeds of such sale or transfer of such Operating Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Securities or other indebtedness for borrowed money which was recorded as Senior Funded Debt as of the date of its creation and which, in the case Company or Funded Debt of such indebtedness Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company, is ’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not subordinate and junior in right of payment apply to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationa term of not more than three years including renewals, and (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the aggregate principal amount date such property was acquired (as the term “acquired” is used in the definition of such indebtedness Operating Property), or (other than iii) any Sale and Leaseback Transaction between the Securities) retired by Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionWholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall will not, and will not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property unless at Property, whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years, and except for leases between the effective time Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person with the intention of taking back a lease of such Sale and Leaseback Transaction property (herein referred to as a "SALE AND LEASEBACK TRANSACTION") unless (a) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitledentitled pursuant to clause (1) or (6) of Section 1010(B), without equally and ratably securing the Securities, to incur Secured Debt issue, assume or guarantee indebtedness secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 abovesuch property, or (b) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitledentitled pursuant to Section 1010(C), without equally and ratably securing the Securities, to incur Secured Debt issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction, Transaction or (c) the Company shall apply an amount equal to such Attributable Debtapply, within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as of the date of its creation and 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 or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 270 days of the effective date of any such arrangement, an amount equal to the Attributable Debt in respect of such Sale and Leaseback Transaction to the Trustee for prepayment or retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securitiesany mandatory prepayment or retirement) retired of indebtedness incurred or assumed by the Company or a any Restricted Subsidiary within 180 days (other than indebtedness owned by the Company or any Restricted Subsidiary) which by its terms matures at or is extendible or renewable at the option of the effective obligor to a date more than twelve months after the date of any the creation of such Sale and Leaseback Transactionindebtedness.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will shall not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Operating Property unless at the effective time of such Sale and Leaseback Transaction (a) that has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal Person subsequent to the Attributable Debt in respect date of this Second Supplemental Indenture with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction, ”) unless the terms of such sale or (c) transfer have been determined by the Company shall to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or any Restricted Subsidiary (1) apply an amount equal to such Attributable Debt, within 180 days after the effective date Net Proceeds of such Sale and Leaseback Transaction, sale or transfer of such Operating Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Securities or other indebtedness for borrowed money which was recorded as Senior Funded Debt as of the date of its creation and which, in the case Company or Funded Debt of such indebtedness Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company, is ’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not subordinate and junior in right of payment apply to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationa term of not more than three years including renewals, and (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the aggregate principal amount date such property was acquired (as the term “acquired” is used in the definition of such indebtedness Operating Property), or (other than iii) any Sale and Leaseback Transaction between the Securities) retired by Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionWholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will shall not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Operating Property unless at the effective time of such Sale and Leaseback Transaction (a) that has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal Person subsequent to the Attributable Debt in respect date of this Sixth Supplemental Indenture with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction, ”) unless the terms of such sale or (c) transfer have been determined by the Company shall to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or any Restricted Subsidiary (1) apply an amount equal to such Attributable Debt, within 180 days after the effective date Net Proceeds of such Sale and Leaseback Transaction, sale or transfer of such Operating Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Securities or other indebtedness for borrowed money which was recorded as Senior Funded Debt as of the date of its creation and which, in the case Company or Funded Debt of such indebtedness Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company, is ’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not subordinate and junior in right of payment apply to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationa term of not more than three years including renewals, and (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the aggregate principal amount date such property was acquired (as the term “acquired” is used in the definition of such indebtedness Operating Property), or (other than iii) any Sale and Leaseback Transaction between the Securities) retired by Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionWholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall notExcept as provided in Section 4.06, none of the Issuers shall, and will not cause, suffer or none of the Issuers shall permit any Restricted Subsidiary to, after the date hereof, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by any such Issuer or Restricted Subsidiary of any Principal Property now owned or hereafter acquired which has been or is to be sold or transferred by such Issuer or Restricted Subsidiary to such Person with the intention of taking back a lease of such Principal Property (a "Sale and Leaseback Transaction"), unless the net proceeds of such sale or transfer have been determined by the Board of Directors to be at least equal to the fair market value of such Principal Property or asset at the effective time of such sale and transfer and either (i) such Issuer or Restricted Subsidiary applies or causes to be applied an amount equal to the net proceeds of such sale or transfer, within 180 days of receipt thereof, to the retirement or prepayment (other than any mandatory retirement or prepayment, except mandatory retirements or prepayments required as a result of such Sale and Leaseback Transaction Transaction) of Funded Debt of any Issuer or any Restricted Subsidiary ranking senior to or pari passu with the Securities or to the purchase, construction or development of property or assets to be used in the ordinary course of business, or (aii) such Issuer or Restricted Subsidiary would, on the Company effective date of such sale or such Subsidiary would transfer, be entitled, without equally and ratably securing the Securitiespursuant to this Indenture, to incur Secured Debt issue, assume or guarantee Indebtedness secured by a mortgage or security interest on the Lien upon such Principal Property to be leased pursuant to Section 10.09 aboveProperty, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal in amount to the Attributable Debt in respect of such Sale and Leaseback TransactionTransaction without equally and ratably securing the Securities. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (i) between any Issuer and Restricted Subsidiary or between Restricted Subsidiaries or Issuers, provided that the lessor shall be an Issuer or a Wholly Owned Restricted Subsidiary, (cii) the Company shall apply an amount equal to such Attributable Debtwhich has a lease of less than three years in length, (iii) entered into within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as later of the date purchase, construction of its creation and which, in the case development of such indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; providedor assets, however, that or the amount to be so applied to the retirement commencement of operation of such indebtedness shall be reduced by Principal Property or (iiv) involving the aggregate principal amount distribution warehouse of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationXxxxx Apparel Group, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionInc. at South Xxxx, Xxxxxxxx.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will shall not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Operating Property unless at the effective time of such Sale and Leaseback Transaction (a) that has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal person subsequent to the Attributable Debt in respect date of this Fourth Supplemental Indenture with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction, ”) unless the terms of such sale or (c) transfer have been determined by the Company shall apply an amount equal to such Attributable Debtbe fair and arm’s length and, within 180 days after the effective date receipt of the proceeds of such Sale and Leaseback Transactionsale or transfer, the Company or any Restricted Subsidiary (1) apply an amount equal to the Net Proceeds of such sale or transfer of such Operating Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Securities or other indebtedness for borrowed money which was recorded as Senior Funded Debt as of the date of its creation and which, in the case Company or Funded Debt of such indebtedness Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company, is ’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not subordinate and junior in right of payment apply to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationa term of not more than three years including renewals, and (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the aggregate principal amount date such property was acquired (as the term “acquired” is used in the definition of such indebtedness Operating Property), or (other than iii) any Sale and Leaseback Transaction between the Securities) retired by Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionWholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not cause, suffer or it permit any Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Subsidiary of any Operating Property or Operating Asset that has been or is to be sold or transferred by the Company or such Subsidiary to such person with the intention of taking back a lease of such property (a "Sale and Leaseback Transaction -72- Transaction") unless the terms of such sale or transfer have been determined by the Company's Board of Directors to be fair and arms'-length and (i) within 180 days after the receipt of the proceeds of such sale or transfer, the Company or any Principal Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property unless or Operating Asset at the effective time of such Sale and Leaseback Transaction sale or transfer to the prepayment or retirement (aother than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary or (ii) the Company or such Subsidiary would be entitled, without equally and ratably securing at the Securitieseffective date of such sale or transfer, to incur Secured Debt Indebtedness secured by a mortgage Lien on such Operating Property or security interest on the Principal Property to be leased pursuant to Section 10.09 aboveOperating Assets, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal to the Attributable Debt in respect of such thereof, without equally and ratably securing the Notes pursuant to Section 10.12. The foregoing restriction will not apply to (w) any Sale and Leaseback TransactionTransaction for a term of not more than three years including renewals, (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the latest of (c1) the Company shall apply an amount equal date of issuance of the Notes under the Indenture or (2) the date such Operating Property was acquired (as the term "acquired" is used in the definition of Operating Property), (y) any Sale and Leaseback Transaction with respect to such Attributable Debt, Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as latter of the date of its creation and whichsuch property was acquired and, if applicable, the date such property was first placed in the case of such indebtedness of the Companyoperation, is not subordinate and junior in right of payment to the prior payment of the Securities or the prepayment or retirement of (z) any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to between the Trustee for retirement Company and cancellation, and (ii) a Subsidiary or between Subsidiaries provided that the aggregate principal amount of such indebtedness (other than the Securities) retired by lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback Transactionwholly-owned Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will shall not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Operating Property unless at the effective time of such Sale and Leaseback Transaction (a) that has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal Person subsequent to the Attributable Debt in respect date of this Fifth Supplemental Indenture with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction, ”) unless the terms of such sale or (c) transfer have been determined by the Company shall to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or any Restricted Subsidiary (1) apply an amount equal to such Attributable Debt, within 180 days after the effective date Net Proceeds of such Sale and Leaseback Transaction, sale or transfer of such Operating Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Securities or other indebtedness for borrowed money which was recorded as Senior Funded Debt as of the date of its creation and which, in the case Company or Funded Debt of such indebtedness Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company, is ’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not subordinate and junior in right of payment apply to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationa term of not more than three years including renewals, and (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the aggregate principal amount date such property was acquired (as the term “acquired” is used in the definition of such indebtedness Operating Property), or (other than iii) any Sale and Leaseback Transaction between the Securities) retired by Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionWholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will shall not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Operating Property unless at the effective time of such Sale and Leaseback Transaction (a) that has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal Person subsequent to the Attributable Debt in respect date of this Third Supplemental Indenture with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction, ”) unless the terms of such sale or (c) transfer have been determined by the Company shall to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or any Restricted Subsidiary (1) apply an amount equal to such Attributable Debt, within 180 days after the effective date Net Proceeds of such Sale and Leaseback Transaction, sale or transfer of such Operating Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Securities or other indebtedness for borrowed money which was recorded as Senior Funded Debt as of the date of its creation and which, in the case Company or Funded Debt of such indebtedness Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company, is ’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not subordinate and junior in right of payment apply to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationa term of not more than three years including renewals, and (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the aggregate principal amount date such property was acquired (as the term “acquired” is used in the definition of such indebtedness Operating Property), or (other than iii) any Sale and Leaseback Transaction between the Securities) retired by Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionWholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will shall not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Operating Property unless at the effective time of such Sale and Leaseback Transaction (a) that has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal Person subsequent to the Attributable Debt in respect date of this Fourth Supplemental Indenture with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction, ”) unless the terms of such sale or (c) transfer have been determined by the Company shall to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or any Restricted Subsidiary (1) apply an amount equal to such Attributable Debt, within 180 days after the effective date Net Proceeds of such Sale and Leaseback Transaction, sale or transfer of such Operating Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Securities or other indebtedness for borrowed money which was recorded as Senior Funded Debt as of the date of its creation and which, in the case Company or Funded Debt of such indebtedness Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company, is ’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not subordinate and junior in right of payment apply to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationa term of not more than three years including renewals, and (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the aggregate principal amount date such property was acquired (as the term “acquired” is used in the definition of such indebtedness Operating Property), or (other than iii) any Sale and Leaseback Transaction between the Securities) retired by Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionWholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will shall not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Operating Property unless at the effective time of such Sale and Leaseback Transaction (a) or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal person subsequent to the Attributable Debt in respect date of this Second Supplemental Indenture with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction, ”) unless the terms of such sale or (c) transfer have been determined by the Company shall apply an amount equal to such Attributable Debtbe fair and arm’s length and, within 180 days after the effective date receipt of the proceeds of such Sale and Leaseback Transactionsale or transfer, the Company or any Restricted Subsidiary (1) apply an amount equal to the Net Proceeds of such sale or transfer of such Operating Property or Operating Asset at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Securities or other indebtedness for borrowed money which was recorded as Senior Funded Debt as of the date of its creation and which, in the case Company or Funded Debt of such indebtedness Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company, is ’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not subordinate and junior in right of payment apply to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationa term of not more than three years including renewals, and (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the aggregate principal amount date such property was acquired (as the term “acquired” is used in the definition of Operating Property) or any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such indebtedness property was acquired and, if applicable, the date such property was first placed in operation, or (other than iii) any Sale and Leaseback Transaction between the Securities) retired by Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionWholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company shall notExcept as provided in Section 4.06, none of the Issuers shall, and will not cause, suffer or none of the Issuers shall permit any Restricted Subsidiary to, after the date hereof, enter into any Sale and Leaseback Transaction arrangement with any Person providing for the leasing by any such Issuer or Restricted Subsidiary of any Principal Property now owned or hereafter acquired which has been or is to be sold or transferred by such Issuer or Restricted Subsidiary to such Person with the intention of taking back a lease of such Principal Property (a "Sale and Leaseback Transaction"), unless the net proceeds of such sale or transfer have been determined by the Board of Directors to be at least equal to the fair market value of such Principal Property or asset at the effective time of such sale and transfer and either such Issuer or Restricted Subsidiary applies or causes to be applied an amount equal to the net proceeds of such sale or transfer, within 180 days of receipt thereof, to the retirement or prepayment (other than any mandatory retirement or prepayment, except mandatory retirements or prepayments required as a result of such Sale and Leaseback Transaction (aTransaction) of Funded Debt of any Issuer or any Restricted Subsidiary ranking senior to or pari passu with the Company Securities or to the purchase, construction or development of property or assets to be used in the ordinary course of business, or such Issuer or Restricted Subsidiary would would, on the effective date of such sale or transfer, be entitled, without equally and ratably securing the Securitiespursuant to this Indenture, to incur Secured Debt issue, assume or guarantee Indebtedness secured by a mortgage or security interest on the Lien upon such Principal Property to be leased pursuant to Section 10.09 aboveProperty, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal in amount to the Attributable Debt in respect of such Sale and Leaseback TransactionTransaction without equally and ratably securing the Securities. The foregoing restriction shall not apply to any Sale and Leaseback Transaction (i) between any Issuer and Restricted Subsidiary or between Restricted Subsidiaries or between Issuers, provided that the lessor shall be an Issuer or a Wholly Owned Restricted Subsidiary, (cii) the Company shall apply an amount equal to such Attributable Debtwhich has a lease of less than three years in length, (iii) entered into within 180 days after the effective date of such Sale and Leaseback Transaction, to the prepayment or retirement of Securities or other indebtedness for borrowed money which was recorded as Funded Debt as later of the date purchase, construction of its creation and which, in the case development of such indebtedness of the Company, is not subordinate and junior in right of payment to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; providedor assets, however, that or the amount to be so applied to the retirement commencement of operation of such indebtedness shall be reduced by Principal Property or (iiv) involving the aggregate principal amount distribution warehouse of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationXxxxx Apparel Group, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionInc. at South Xxxx, Xxxxxxxx.

Restrictions on Sale and Leaseback Transactions. The Company shall not, and will shall not cause, suffer or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction arrangement with any person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Operating Property unless at the effective time of such Sale and Leaseback Transaction (a) or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt secured by a mortgage or security interest on the Principal Property to be leased pursuant to Section 10.09 above, or (b) the Company or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Secured Debt in an amount at least equal person subsequent to the Attributable Debt in respect date of this First Supplemental Indenture with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction, ”) unless the terms of such sale or (c) transfer have been determined by the Company shall apply an amount equal to such Attributable Debtbe fair and arm’s length and, within 180 days after the effective date receipt of the proceeds of such Sale and Leaseback Transactionsale or transfer, the Company or any Restricted Subsidiary (1) apply an amount equal to the Net Proceeds of such sale or transfer of such Operating Property or Operating Asset at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Securities or other indebtedness for borrowed money which was recorded as Senior Funded Debt as of the date of its creation and which, in the case Company or Funded Debt of such indebtedness Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company, is ’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not subordinate and junior in right of payment apply to the prior payment of the Securities or the prepayment or retirement of any mortgage, lien or other security interest in such Principal Property existing prior to such Sale and Leaseback Transaction; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 180 days of the effective date of any such Sale and Leaseback Transaction to the Trustee for retirement and cancellationa term of not more than three years including renewals, and (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the aggregate principal amount date such property was acquired (as the term “acquired” is used in the definition of Operating Property) or any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such indebtedness property was acquired and, if applicable, the date such property was first placed in operation, or (other than iii) any Sale and Leaseback Transaction between the Securities) retired by Company and a Restricted Subsidiary or between Restricted Subsidiaries provided that the lessor shall be the Company or a Subsidiary within 180 days of the effective date of any such Sale and Leaseback TransactionWholly Owned Restricted Subsidiary.