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

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit (a) Enter into any of their Restricted Subsidiaries toarrangement, directly or indirectly, become with any person whereby it shall sell or remain liable as lessee transfer any property, real or as a guarantor personal, used or other surety with respect to any lease of any property (whether real, personal or mixed)useful in its business, whether now owned or hereafter acquired, which the relevant Borrower and thereafter rent or the relevant Restricted Subsidiary (a) has sold lease such property or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) property that it intends to use for substantially the same purpose or purposes as the property which has been or is to be being sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (iia) any other Sale and pursuant to the Sale/Lease-Back Transaction shall be permitted Documents, (b) with respect to property owned (i) by the Borrower or any of its Domestic Subsidiaries that is acquired after the First Restatement Effective Date so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, that for purposes consummated within 270 days of the 75% Cash consideration requirement, acquisition of such property or (wii) by any Foreign Subsidiary of the amount Borrower regardless of any Indebtedness or other liabilities when such property was acquired and (other than Indebtedness or other liabilities that are subordinated to c) so long as at the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee time of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value(and after giving effect thereto), taken together with all other Designated Non-Cash Consideration received the Remaining Present Value of outstanding leases entered into pursuant to this clause (zSection 6.03, together with the outstanding amount of Indebtedness pursuant to Section 6.01(j) and Section 6.07(h)(z) that is at that time outstanding, shall not in excess of exceed the greater of US$11,000,000 (i) $50.0 million and 10(ii) 3.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day end of the most recently ended Test Period, in each case, fiscal quarter immediately prior to the date of such Sale and 126 Lease-Back Transaction for which Required Financial Statements have been delivered pursuant to Section 5.04; provided that the Remaining Present Value of outstanding leases entered into pursuant to this Section 6.03 shall be deemed to be Cash), (2not apply for purposes of calculating Permitted Indebtedness under Section 6.01(j) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed Section 6.03 if the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA proceeds of the Borrowers related Sale and their Restricted Subsidiaries as Lease-Back Transactions are used to prepay Term Loans or Revolving Loans or any Incremental Revolving Commitments (in each case, to the extent commitments in respect thereof are permanently reduced by the amount of the last day of the most recently ended Test Periodsuch prepayments).

Sale and Lease-Back Transactions. The Borrowers shall notNo Borrower shall, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant such Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either the Net Proceeds of such Disposition are applied and/or reinvested as (Aand to the extent) the resulting Indebtedness is permitted required by Section 6.01 or (B)(12.11(b)(ii) the relevant and such Sale and Lease-Back Transaction is (A) permitted by Section 6.01(m) or (B)(1) made in exchange for not less than 75% cash consideration (provided, that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash)consideration, (2) the applicable such Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $50,000,000 and 2510.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (Ai) the resulting Indebtedness is permitted Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 6.01 or 2.11(b)(ii) and (B)(1ii) the relevant (x) such Sale and Lease-Back Transaction (A) is made in exchange for not less than permitted by Section 6.01(m), (B) is set forth on Schedule 6.08 hereto or (C) (1) at least 75% cash of the consideration for such Sale and Lease-Back Transaction shall consist of Cash or Cash Equivalents (provided, provided that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) Section 6.08 and Section 6.07(h)(z7.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $50,000,000 and 101.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $100,000,000 and 252.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most more recently ended Test PeriodPeriod or (y) it relates to a Specified Lease Transaction.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness Indebtedness, if any, is permitted by Section 6.01 6.01(m) or Section 6.01(z), (B) such Sale and Leaseback Transaction (i) was in existence on the Closing Date or (B)(1ii) the relevant is an iStar Sale/Leaseback (including pursuant to an iStar Exchange), iStar Sale/Leaseback 2014 or Excluded Property Sale/Leaseback Transaction or (C) (1) such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (wv) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto), or, if the incurrence of such Indebtedness or other liability took place after the date of such balance sheet, that would have been shown on such balance sheet or in the notes thereto, as determined in good faith by the Borrower) that are (i) assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writingwriting or (ii) otherwise cancelled or terminated in connection with the relevant Sale and Lease Back Transaction, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities or other obligations or assets received by any the Borrower or any Restricted Subsidiary from such transferee (including earn-outs or similar obligations) that are converted by such Person into Cash or Cash Equivalents, or by their terms are required to be satisfied for Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Lease Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and clause (y) of the proviso to Section 6.07(h)(z6.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $10,000,000 and 107% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, case shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (BC) shall not exceed the greater of US$26,300,000 $65,000,000 and 2549% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Lead Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Lead Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Lead Borrower or such Restricted Subsidiary to any Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is (A) permitted by Section 6.01(m), and/or (B) (1) made in exchange for not less than 75% cash consideration (provided, that for purposes of the foregoing 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Lead Borrower or any Restricted Subsidiary) of any the Lead Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Lead Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such DispositionSale and Lease-Back Transaction, (y) any Securities received by any the Lead Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition Sale and Lease-Back Transaction and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $50,000,000 and 1030.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be CashEBITDA), (2) the applicable Lead Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value Fair Market Value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $60,000,000 and 2535.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any such other Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either the Net Proceeds of such Disposition are applied and/or reinvested as (Aand to the extent) the resulting Indebtedness is permitted required by Section 6.01 or (B)(12.11(b)(ii) and the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration constituting Cash or Cash Equivalents (provided, provided that for purposes of the 75% foregoing Cash consideration requirement, (wi) the greater of the principal amount and carrying value of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to as reflected on the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet of the Borrower (or statement of financial position (a Parent Company) provided hereunder or in the notes footnotes thereto), or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the balance sheet of the Borrower (or Parent Company) or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets and for (or are otherwise extinguished in connection with the transactions relating to such Disposition) pursuant to a written agreement which releases the applicable Borrower and/or its applicable or such Restricted Subsidiary have been validly released by all relevant creditors in writingfrom such liabilities, (xii) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (yiii) any Securities received by any the Borrower or any Restricted Subsidiary from such the transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (ziv) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market valuevalue (as reasonably determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ziv) and Section 6.07(h)(z6.07(h)(B)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $30,000,000 and 1020.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of Borrower for the most recently ended Test Period, in each case, shall be deemed to be Cash), and (2v) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Periodlease.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness Indebtedness, if any, is permitted by Section 6.01 6.01(m) or Section 6.01(z), (B) such Sale and Leaseback Transaction (i) was in existence on the Closing Date or (B)(1ii) the relevant is an iStar Sale/Leaseback (including pursuant to an iStar Exchange), iStar Sale/Leaseback 2014 or Excluded Property Sale/Leaseback Transaction or (C) (1) such Sale and Lease-Lease- Back Transaction is made in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (wv) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto), or, if the incurrence of such Indebtedness or other liability took place after the date of such balance sheet, that would have been shown on such balance sheet or in the notes thereto, as determined in good faith by the Borrower) that are (i) assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writingwriting or (ii) otherwise cancelled or terminated in connection with the relevant Sale and Lease Back Transaction, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities or other obligations or assets received by any the Borrower or any Restricted Subsidiary from such transferee (including earn-outs or similar obligations) that are converted by such Person into Cash or Cash Equivalents, or by their terms are required to be satisfied for Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Lease Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and clause (y) of the proviso to Section 6.07(h)(z6.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $10,000,000 and 107% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, case shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (BC) shall not exceed the greater of US$26,300,000 $65,000,000 and 2549% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Parent and each other Loan Party shall not, nor shall they it permit any of their Restricted Subsidiaries Subsidiary to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant any Borrower or the relevant Loan Party or Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any Borrower or any of their Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such any Borrower or such Loan Party or Restricted Subsidiary to any Person (other than any Borrower or any of their Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness Indebtedness, if any, is permitted by Section 6.01 6.01(m) or Section 6.01(z) or (B)(1B) the relevant (1) such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash Cash consideration (provided, provided that for purposes of the 75% Cash consideration requirement, (wrequirements set forth in Section 6.07(h) the amount of any Indebtedness shall apply in determining whether or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of not the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) consideration requirements in this clause are satisfied; it being understood that any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z1) and clause (y) of the proviso to Section 6.07(h)(z6.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $375,000,000 and 1010.7% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable any Borrower or Loan Party or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed (i) the greater of US$26,300,000 $50,000,000 and 251.4% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test PeriodPeriod plus (ii) an unlimited amount provided that all Cash proceeds received in connection therewith are applied to prepay the Loan Document Obligations hereunder as set forth in Section 2.11(b).

Sale and Lease-Back Transactions. The Borrowers Parent Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Parent Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Parent Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Parent Borrower or such Restricted Subsidiary to any Person (other than any the Parent Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (Ai) the resulting Indebtedness is permitted Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 6.01 or 2.11(b)(ii) and (B)(1ii) the relevant (x) such Sale and Lease-Back Transaction (A) is made in exchange for not less than permitted by Section 6.01(m), (B) is set forth on Schedule 6.08 hereto or (C) (1) at least 75% cash of the consideration for such Sale and Lease-Back Transaction shall consist of Cash or Cash Equivalents (provided, provided that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) Section 6.08 and Section 6.07(h)(z7.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $50,000,000 and 101.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Parent Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $100,000,000 and 252.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most more recently ended Test PeriodPeriod or (y) it relates to a Specified Lease Transaction.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (Ai) the resulting Indebtedness is permitted Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 6.01 or 2.11(b)(ii) and the documentation governing any other Credit Facilities and/or (B)(1ii) the relevant such Sale and Lease-Back Transaction is (A) permitted by Section 6.01(m) and the documentation governing any other Credit Facilities and/or (B) (1) made in exchange for not less than 75% cash consideration (provided, provided that for purposes of the foregoing 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such DispositionSale and Lease-Back Transaction, (y) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition Sale and Lease-Back Transaction and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $50,000,000 and 1030.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be CashEBITDA), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value Fair Market Value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $60,000,000 and 2535.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Top Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Top Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Top Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Top Borrower or such Restricted Subsidiary to any Person (other than any the Top Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as the Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) and either (A) the resulting Indebtedness 139 is permitted by Section 6.01 or (B)(1) the relevant Sale and Lease-Back Leaseback Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Top Borrower or any Restricted Subsidiary) of any the Top Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Top Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any the Top Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Leaseback Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $20,000,000 and 1012% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Top Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $50,000,000 and 2529% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Administrative Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Administrative Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Administrative Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Administrative Borrower or such Restricted Subsidiary to any such other Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as the Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) and either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Administrative Borrower or any Restricted Subsidiary) of any the Administrative Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Administrative Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any the Administrative Borrower or any Restricted Subsidiary from such the transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $40,000,000 and 106% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Administrative Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $100,000,000 and 2513.50% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which that the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be so sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as the Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 2.10(b)(ii) and either (Ai) the resulting Indebtedness is permitted by Section 6.01 (other than clause (x) thereof) or (B)(1ii)(A) the relevant Sale and Lease-Back Transaction is made in exchange for not less than at least 75% cash of the consideration for such sale or transfer shall consist of Cash and Cash Equivalents (provided, that for purposes of the 75% Cash foregoing consideration requirement, (wI) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated in right of payment to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (xII) the amount of any trade-in value (as reasonably determined by the Borrower) applied to the purchase price of any replacement assets acquired in connection with such Dispositionthe applicable sale or transfer, (yIII) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition sale or transfer and (zIV) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market valuevalue (as reasonably determined by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (zIV) and clause (v) under Section 6.07(h)(z6.06(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $10,000,000 and 1010.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of for the most recently ended Test Period, in each case, shall be deemed to be Cash), (2B) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3C) the aggregate fair market value (as reasonably determined by the Borrower) of the assets sold subject to all Sale and Lease-Back Transactions under this clause (Bii) shall not exceed the greater of US$26,300,000 $10,000,000 and 2510.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of for the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit Enter into any of their Restricted Subsidiaries toarrangement, directly or indirectly, become with any person whereby it shall sell or remain liable as lessee transfer any property, real or as a guarantor personal, used or other surety with respect to any lease of any property (whether real, personal or mixed)useful in its business, whether now owned or hereafter acquired, which the relevant Borrower and thereafter, as part of such transaction, rent or the relevant Restricted Subsidiary (a) has sold lease such property or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) property that it intends to use for substantially the same purpose or purposes as the property which has been or is to be being sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other a Sale and Lease-Back Transaction shall be permitted (a) with respect to (i) Excluded Property, (ii) property owned by the Borrower or any Subsidiary Loan Party that is acquired after the Closing Date so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, that for purposes consummated within 365 days of the 75% Cash consideration requirementacquisition of such property or (iii) property owned by any Subsidiary that is not a Loan Party regardless of when such property was acquired, and (wb) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed with respect to any other property owned by the Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writingLoan Party, (xi)(x) if at the amount of any trade-in value applied to time the purchase price of any replacement assets acquired lease in connection with such Dispositiontherewith is entered into, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) with respect to any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not Net Proceeds in excess of $50,000,000, the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, Borrower shall be deemed in Pro Forma Compliance immediately after giving effect to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all such Sale and Lease-Back Transactions under this clause Transaction and any related transaction and (Bii) shall not exceed if such Sale and Lease-Back Transaction is of property owned by the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Borrower or any Subsidiary Loan Party as of the last day Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b); provided, further, that the Borrower or the applicable Subsidiary Loan Party shall receive at least fair market value (as determined by the Borrower in good faith) for any property disposed of in any Sale and Lease-Back Transaction pursuant to clause (a)(ii) or clause (b) of this Section 6.03 (as approved by the Board of Directors of the most recently ended Test PeriodBorrower in any case of any property with a fair market value in excess of $5,000,000).

Sale and Lease-Back Transactions. The Borrowers Top Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Top Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Top Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Top Borrower or such Restricted Subsidiary to any Person (other than any the Top Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as the Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) and either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant Sale and Lease-Back Leaseback Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Top Borrower or any Restricted Subsidiary) of any the Top Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Top Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any the Top Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Leaseback Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $25,000,000 and 1015% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Top Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $61,000,000 and 2536% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified any Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Lease Back Transaction shall be permitted so long as the Net Proceeds of the relevant Disposition are applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) and either (A) the resulting Indebtedness lease is permitted or not restricted by Section 6.01 or (B)(1B) (1) the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets asset acquired in connection with such Disposition, (y) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z6.07(h)(iv) that is at that time outstanding, not in excess of the greater of US$11,000,000 $31,250,000 and 1031.25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $37,500,000 and 2537.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquiredowned, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified any Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Lease Back Transaction shall be permitted so long as either (A) the resulting Indebtedness lease is permitted or not restricted by Section 6.01 or (B)(1B) (1) the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration 164 requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets asset acquired in connection with such Disposition, (y) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z6.07(h)(iv) that is at that time outstanding, not in excess of the greater of US$11,000,000 $35,000,000 and 1025% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $40,000,000 and 2530% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Parent Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Parent Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Parent Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Parent Borrower or such Restricted Subsidiary to any Person (other than any the Parent Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness Indebtedness, if any, is permitted by Section ‎Section 6.01 or (B)(1) 100% of the relevant consideration for such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration Transaction, together with all other Sale and Lease-Back Transactions undertaken pursuant to this clause (providedB) since the Closing Date (on a cumulative basis), that for purposes shall consist of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of provided that the Cash consideration requirements set forth in ‎Section 6.07(h) shall apply in determining whether or not the Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received consideration requirements in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cashare satisfied), (2) the applicable Parent Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B‎(B) shall not exceed the greater of US$26,300,000 $39,000,000 and 2550% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any such other Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either the Net Proceeds of such Disposition are applied and/or reinvested as (Aand to the extent) the resulting Indebtedness is permitted required by Section 6.01 or (B)(12.11(b)(ii) and the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration constituting Cash or Cash Equivalents (provided, provided that for purposes of the 75% foregoing Cash consideration requirement, (wi) the greater of the principal amount and carrying value of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to as reflected on the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet of the Borrower (or statement of financial position (a Parent Company) provided hereunder or in the notes footnotes thereto), or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the balance sheet of the Borrower (or Parent Company) or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets and for (or are otherwise extinguished in connection with the transactions relating to such Disposition) pursuant to a written agreement which releases the applicable Borrower and/or its applicable or such Restricted Subsidiary have been validly released by all relevant creditors in writingfrom such liabilities, (xii) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (yiii) any Securities received by any the Borrower or any Restricted Subsidiary from such the transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (ziv) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market valuevalue (as reasonably determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ziv) and Section 6.07(h)(z6.07(h)(B)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $30,000,000 and 1020.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of Borrower for the most recently ended Test Period, in each case, shall be deemed to be Cash), and (2v) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.lease. 165

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit Enter into any of their Restricted Subsidiaries toarrangement, directly or indirectly, become with any person whereby it shall sell or remain liable as lessee transfer any property, real or as a guarantor personal, used or other surety with respect to any lease of any property (whether real, personal or mixed)useful in its business, whether now owned or hereafter acquired, which the relevant Borrower and thereafter rent or the relevant Restricted Subsidiary (a) has sold lease such property or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) property that it intends to use for substantially the same purpose or purposes as the property which has been or is to be being sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, that for purposes consummated within 270 days of the 75% Cash consideration requirement, acquisition of such property or (wii) the amount by any Foreign Subsidiary regardless of any Indebtedness or other liabilities when such property was acquired and (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed b) with respect to any property owned by the Borrower or any Restricted Domestic Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (xi) if at the amount time the lease in connection therewith is entered into, (A) no Default or Event of any trade-in value applied Default shall have occurred and be continuing or would result therefrom and (B) after giving effect to the purchase price entering into of any replacement assets acquired such lease, the Borrower shall be in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition Pro Forma Compliance and (zii) any Designated Non-Cash Consideration received in respect of the relevant if such Sale and Lease-Back Transaction having an aggregate is of property owned by the Borrower or any Domestic Subsidiary as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b); provided further that the Borrower or the applicable Domestic Subsidiary shall receive at least fair market value, taken together with all other Designated Nonvalue (as determined by the Borrower in good faith) for any property disposed of in any Sale and Lease-Cash Consideration received Back Transaction pursuant to this clause Section 6.03(a)(i) or (zb) and Section 6.07(h)(z) that is at that time outstanding, not (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of the greater of US$11,000,000 $5.0 million); and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), provided further that (2x) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value Net Proceeds of the assets sold subject to all Sale and Lease-Back Transactions under permitted by this clause Section 6.03 in any fiscal year shall not, at any time prior to the Commencement of Operations, exceed $10.0 million and (By) shall not exceed any such Net Proceeds received prior to the greater Commencement of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of Operations are used to repay the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test PeriodTerm B Loans.

Sale and Lease-Back Transactions. The Borrowers Borrower Representative shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower Representative or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower Representative or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower Representative or such Restricted Subsidiary to any Person (other than any the Borrower Representative or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration (provided, that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower Representative or any Restricted Subsidiary) of any the Borrower Representative or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower Representative and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any the Borrower Representative or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z6.07(h)(iii) that is at that time outstanding, not in excess of the greater of US$11,000,000 (i) $49,309,250, and 10(ii) 25.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day end of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Borrower Representative or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 (i) $69,032,950, and 25(ii) 35.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day end of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified any Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Lease Back Transaction shall be permitted so long as the Net Proceeds of the relevant Disposition are applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) and either (A) the resulting Indebtedness lease is permitted or not restricted by Section 6.01 or (B)(1B) (1) the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets asset acquired in connection with such Disposition, (y) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z6.07(h)(iv) that is at that time outstanding, not in excess of the greater of US$11,000,000 $25,000,000 and 1025% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $30,000,000 and 2530% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Top Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Top Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Top Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Top Borrower or such Restricted Subsidiary to any Person (other than any the Top Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as the Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) and either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant Sale and Lease-Back Leaseback Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Top Borrower or any Restricted Subsidiary) of any the Top Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Top Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any the Top Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Leaseback Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $25,000,000 and 1012% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Top Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $65,000,000 and 2529% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness Indebtedness, if any, is permitted by Section 6.01 6.01(z) and the Net Proceeds of any Sale and Lease-Back Transaction consummated pursuant to this clause (A) shall be applied in accordance with Section 2.11(b)(ii) or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash Cash consideration (provided, provided that for purposes of the 75% Cash consideration requirementrequirements set forth in Section 6.07(h) shall apply (and, (w) for the avoidance of doubt, the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received Consolidation shall apply in respect the aggregate to Section 6.07(h) and clause (B) of this proviso) in determining whether or not the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to consideration requirements in this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cashare satisfied), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $30,000,000 and 2532% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.. 190

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which that the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be so sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as the Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 2.10(b)(ii) and either (Ai) the resulting Indebtedness is permitted by Section 6.01 (other than clause (x) thereof) or (B)(1ii)(A) the relevant Sale and Lease-Back Transaction is made in exchange for not less than at least 75% cash of the consideration for such sale or transfer shall consist of Cash and Cash Equivalents (provided, that for purposes of the 75% Cash foregoing consideration requirement, (wI) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated in right of payment to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (xII) the amount of any trade-in value (as reasonably determined by the Borrower) applied to the purchase price of any replacement assets acquired in connection with such Dispositionthe applicable sale or transfer, (yIII) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition sale or transfer and (zIV) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market valuevalue (as reasonably determined by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (zIV) and clause (v) under Section 6.07(h)(z6.06(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $10,000,000 and 105.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of for the most recently ended Test Period, in each case, shall be deemed to be Cash), (2B) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3C) the aggregate fair market value (as reasonably determined by the Borrower) of the assets sold subject to all Sale and Lease-Back Transactions under this clause (Bii) shall not in the aggregate exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period$10,000,000.

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit Enter into any of their Restricted Subsidiaries toarrangement, directly or indirectly, become with any person whereby it shall sell or remain liable as lessee transfer any property, real or as a guarantor personal, used or other surety with respect to any lease of any property (whether real, personal or mixed)useful in its business, whether now owned or hereafter acquired, which and substantially contemporaneously rent or lease from the relevant Borrower transferee such property or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) property that it intends to use for substantially the same purpose or purposes as the property which has been or is to be being sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other a Sale and Lease-Back Transaction shall be permitted (a) with respect to property (i) owned by any Borrower or any Domestic Subsidiary which is a Restricted Subsidiary that is acquired, leased, repaired or improved after the Closing Date so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration consummated within two hundred seventy (provided, that for purposes 270) days of the 75% Cash consideration requirementacquisition, lease, repair or improvement of such property or (wii) the amount owned by any Foreign Subsidiary which is a Restricted Subsidiary regardless of any Indebtedness or other liabilities when such property was acquired and (other than Indebtedness or other liabilities that are subordinated b) (1) to the Obligations extent such transaction is permitted under Section 6.01(i) or that are owed to any Borrower or any Restricted Subsidiary(2) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Dispositionif made for cash consideration, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Lead Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3z) the aggregate fair market value of the assets sold (except with respect to any Sale Lease-Back Transaction involving the distribution center located in York, Pennsylvania) subject to all Sale and Lease-Back Transactions under this clause (Bb) shall not exceed the greater of US$26,300,000 $15.0 million and 252.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most recently ended Test PeriodPeriod for which financial statements have been delivered pursuant to Section 5.04.

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit Enter into any of their Restricted Subsidiaries toarrangement, directly or indirectly, become with any person whereby it shall sell or remain liable as lessee transfer any property, real or as a guarantor personal, used or other surety with respect to any lease of any property (whether real, personal or mixed)useful in its business, whether now owned or hereafter acquired, which the relevant Borrower and thereafter, as part of such transaction, rent or the relevant Restricted Subsidiary (a) has sold lease such property or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) property that it intends to use for substantially the same purpose or purposes as the property which has been or is to be being sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other a Sale and Lease-Back Transaction shall be permitted (a) with respect to (i) Excluded Property or Permitted Sale and Lease-Back Property, (ii) property owned by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, that for purposes consummated within 365 days of the 75% Cash consideration requirementacquisition of such property or (iii) property owned by any Subsidiary that is not a Loan Party regardless of when such property was acquired, and (wb) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed with respect to any other property owned by the Borrower or any Restricted Domestic Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (xi) if at the time the lease in connection therewith is entered into, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) the amount of any trade-in value applied Net First Lien Leverage Ratio, immediately after giving effect to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market valueand all related transactions on a Pro Forma Basis, taken together with all other Designated Non-Cash Consideration received pursuant to will not exceed 3.50:1.0 (assuming, for purposes of this clause subclause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cashb), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to that all Indebtedness incurred in connection with Sale and Lease-Back Transactions made in reliance on this subclause (b) and all Indebtedness incurred under this Section 2.21(a) and Section 6.01(r), in each case outstanding at such time, is included in such calculation of the Net First Lien Leverage Ratio) and (ii) the Net Proceeds therefrom are used to prepay the Term B Loans to the extent required by Section 2.12(c); provided, further, that the Borrower or the applicable Domestic Subsidiary shall receive at least fair market value (as determined by the Borrower in good faith) for any property disposed of in any Sale and Lease-Back Transaction pursuant to clause (Ba)(ii) shall not exceed or clause (b) of this Section 6.03 (as approved by the greater Board of US$26,300,000 and 25% of Consolidated Adjusted EBITDA Directors of the Borrowers and their Restricted Subsidiaries as Borrower in any case of the last day any property with a fair market value in excess of the most recently ended Test Period$25,000,000).

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (Ai) the resulting Indebtedness is permitted Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by the First Lien Credit Agreement, the documentation governing any other First Lien Facility, Section 6.01 or 2.11(b)(ii) and the documentation governing any other Credit Facilities, (B)(1ii) the relevant such Sale and Lease-Back Transaction is (A) permitted by the First Lien Credit Agreement, the documentation governing any other First Lien Facility and Section 6.01(m) and/or (B) (1) made in exchange for not less than 75% cash consideration (provided, provided that for purposes of the foregoing 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such DispositionSale and Lease-Back Transaction, (y) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition Sale and Lease-Back Transaction and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $60,000,000 and 1036.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be CashEBITDA), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value Fair Market Value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $72,000,000 and 2542.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either the Net Proceeds of such Disposition are applied and/or reinvested as (Aand to the extent) the resulting Indebtedness is permitted required by Section 6.01 or (B)(12.11(b)(ii) the relevant and such Sale and Lease-Back Transaction is (A) permitted by Section 6.01(m) or (B)(1) made in exchange for not less than 75% cash consideration (provided, that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash)consideration, (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $2,000,000 and 253.00% of Consolidated Adjusted EBITDA of the Borrowers Borrower and their its Restricted Subsidiaries as of the last day of the most recently ended Test PeriodPeriod for which financial statements have been or were required to be delivered pursuant to Sections 5.01(a) or (b), as applicable.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any such other Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either the Net Proceeds of such Disposition are applied and/or reinvested as (Aand to the extent) the resulting Indebtedness is permitted required by Section 6.01 or (B)(12.11(b)(ii) and the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration constituting Cash or Cash Equivalents (provided, provided that for purposes of the 75% foregoing Cash consideration requirement, (wi) the greater of the principal amount and carrying value of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to as reflected on the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet of the Borrower (or statement of financial position (a Parent Company) provided hereunder or in the notes footnotes thereto), or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the balance sheet of the Borrower (or Parent Company) or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets and for (or are otherwise extinguished in connection with the transactions relating to such Disposition) pursuant to a written agreement which releases the applicable Borrower and/or its applicable or such Restricted Subsidiary have been validly released by all relevant creditors in writingfrom such liabilities, (xii) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (yiii) any Securities received by any the Borrower or any Restricted Subsidiary from such the transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (ziv) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market valuevalue (as reasonably determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ziv) and Section 6.07(h)(z6.07(h)(B)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $30,000,000 and 1020.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of Borrower for the most recently ended Test Period, in each case, shall be deemed to be Cash), and (2v) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.lease. 164

Sale and Lease-Back Transactions. The Borrowers shall Holdings will not, nor shall they and will not permit any of their Restricted Subsidiaries Subsidiary to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to enter into any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, Transaction on any Principal Property except: (i) leases in a “Sale and Lease-Back Transaction incurred when Holdings or such Restricted Subsidiary could incur a Lien on such Principal Property securing debt in an amount equal to the Attributable Indebtedness with respect to such Sale and Lease-Back Transaction”), pursuant to the provisions of Section 3.02, without equally and ratably securing the Notes and Guarantees, if applicable; providedor (ii) (A) if Holdings or such Restricted Subsidiary promptly informs the Trustee of such transaction, that (iB) the Specified net proceeds of such transaction are at least equal to the fair value (as determined by a board resolution of Holdings) of such Principal Property and (C) Holdings or such Restricted Subsidiary within 180 days after the effective date of such Sale and Lease-Back Transactions shall be permitted Transaction, applies an amount equal to the net proceeds of the sale of the Principal Property sold and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as leased back pursuant to such arrangement to either (A1) the resulting voluntary retirement of long-term Indebtedness is permitted incurred or assumed by Section 6.01 Holdings or (B)(1) the relevant Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any a Restricted Subsidiary (as shown on such Person’s most recent balance sheet including the Notes) or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Borrower acquisition of Principal Property; provided further that, in lieu of applying all of or its applicable any part of such proceeds to such retirement or acquisition, Holdings or such Restricted Subsidiary would otherwise may, within 75 days after such sale, deliver or cause to be permitted delivered to enter intothe applicable trustee for cancellation either debentures or notes evidencing long-term debt of Holdings or of a Restricted Subsidiary (which may include the outstanding Notes) previously authenticated and delivered by the applicable trustee, and remain liable undernot theretofore tendered for sinking fund purposes or called for a sinking fund or otherwise applied as a credit against an obligation to redeem or retire such notes or debentures, and an Officers’ Certificate (which Certificate shall be delivered to the Trustee and each paying agent and which need not contain the statements prescribed by the second paragraph of Section 11.05) stating that the Company elects to deliver or cause to be delivered such debentures or notes in lieu of retiring long-term debt as hereinabove provided. If the Company shall so deliver debentures or notes to the applicable trustee and the Company shall duly deliver such Officers’ Certificate, the applicable underlying lease and (3) amount of cash which the Company shall be required to apply to the retirement of long-term debt under this Section 3.03 shall be reduced by an amount equal to the aggregate fair market value of the assets sold subject then applicable optional redemption prices (not including any optional sinking fund redemption prices) of such debentures or notes, or, if there are no such redemption prices, the principal amount of such debentures or notes; provided that in the case of debentures or notes which provide for an amount less than the principal amount thereof to all Sale be due and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA payable upon a declaration of the Borrowers maturity thereof, such amount of cash shall be reduced by the amount of principal of such debentures or notes that would be due and their Restricted Subsidiaries payable as of the last day date of such application upon a declaration of acceleration of the most recently ended Test Periodmaturity thereof pursuant to the terms of the indenture pursuant to which such debentures or notes were issued.

Sale and Lease-Back Transactions. The Borrowers Lead Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Lead Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Lead Borrower or such Restricted Subsidiary to any Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (Ai) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction (A) is made in exchange for not less than permitted by Section 6.01(m), (B) is set forth on Schedule 6.08 hereto or (C) (1) at least 75% cash of the consideration for such Sale and Lease-Back Transaction shall consist of Cash or Cash Equivalents (provided, provided that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) Section 6.08 and Section 6.07(h)(z7.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $50,000,000 and 101.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Lead Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $100,000,000 and 252.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most more recently ended Test PeriodPeriod or (ii) it relates to a Specified Lease Transaction. Section 6.08 [Reserved] .

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit Enter into any of their Restricted Subsidiaries toarrangement, directly or indirectly, become with any person whereby it shall sell or remain liable as lessee transfer any property, real or as a guarantor personal, used or other surety with respect to any lease of any property (whether real, personal or mixed)useful in its business, whether now owned or hereafter acquired, which the relevant Borrower and thereafter rent or the relevant Restricted Subsidiary (a) has sold lease such property or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) property that it intends to use for substantially the same purpose or purposes as the property which has been or is to be being sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) by a Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, that for purposes consummated within 270 days of the 75% Cash consideration requirement, acquisition of such property or (wii) the amount by any Foreign Subsidiary regardless of any Indebtedness or other liabilities when such property was acquired and (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed b) with respect to any property owned by a Borrower or any Restricted Domestic Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (xi) if at the amount time the lease in connection therewith is entered into, (A) no Default or Event of any trade-in value applied Default shall have occurred and be continuing or would result therefrom and (B) after giving effect to the purchase price entering into of any replacement assets acquired such lease, the Borrowers shall be in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition Pro Forma Compliance and (zii) any Designated Non-Cash Consideration received in respect of the relevant if such Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of property owned by the Borrowers and their Restricted Subsidiaries or any Domestic Subsidiary as of the last day of Closing Date, the most recently ended Test PeriodNet Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b); provided, in each casefurther, shall be deemed to be Cash), (2) that the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate Domestic Subsidiary shall receive at least fair market value (as determined by the applicable Borrower in good faith) for any property disposed of in any Sale and Lease-Back Transaction pursuant to Section 6.03(a)(i) or (b) (as approved by the assets sold subject to all Board of Directors of such Borrower in any case of any property with a fair market value in excess of $5 million); provided, further that (x) the Net Proceeds of Sale and Lease-Back Transactions under permitted by this clause (B) Section 6.03 in any fiscal year shall not exceed not, at any time prior to the greater Commencement of US$26,300,000 and 25% of Consolidated Adjusted EBITDA Operations of the Borrowers Development, exceed $10.0 million and their Restricted Subsidiaries as (y) any such Net Proceeds received prior to the Commencement of Operations of the last day of Development are used to repay the most recently ended Test PeriodTerm B Loans.

Sale and Lease-Back Transactions. The Borrowers Lead Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Lead Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Lead Borrower or such Restricted Subsidiary to any Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (Ai) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction (A) is made in exchange for not less than permitted by Section 6.01(m), (B) is set forth on Schedule 6.08 hereto or (C) (1) at least 75% cash of the consideration for such Sale and Lease-Back Transaction shall consist of Cash or Cash Equivalents (provided, provided that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) Section 6.08 and Section 6.07(h)(z7.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $50,000,000 and 101.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Lead Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $100,000,000 and 252.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most more recently ended Test PeriodPeriod or (ii) it relates to a Specified Lease Transaction.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any such other Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either the Net Proceeds of such Disposition are applied and/or reinvested as (Aand to the extent) the resulting Indebtedness is permitted required by Section 6.01 or (B)(12.11(b)(ii) and the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration constituting Cash or Cash Equivalents (provided, provided that for purposes of the 75% foregoing Cash consideration requirement, (wi) the greater of the principal amount and carrying value of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to as reflected on the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet of the Borrower (or statement of financial position (a Parent Company) provided hereunder or in the notes footnotes thereto), or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the balance sheet of the Borrower (or Parent Company) or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets and for (or are otherwise extinguished in connection with the transactions relating to such Disposition) pursuant to a written agreement which releases the applicable Borrower and/or its applicable or such Restricted Subsidiary have been validly released by all relevant creditors in writingfrom such liabilities, (xii) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (yiii) any Securities received by any the Borrower or any Restricted Subsidiary from such the transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (ziv) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market valuevalue (as reasonably determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ziv) and Section 6.07(h)(z6.07(h)(B)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $30,000,00086,000,000 and 1020.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of Borrower for the most recently ended Test Period, in each case, shall be deemed to be Cash), and (2v) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Periodlease.

Sale and Lease-Back Transactions. The Borrowers Lead Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Lead Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Lead Borrower or such Restricted Subsidiary to any Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (Ai) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction (A) is made in exchange for not less than permitted by Section 6.01(m), (B) is set forth on Schedule 6.08 hereto or (C) (1) at least 75% cash of the consideration for such Sale and Lease-Back Transaction shall consist of Cash or Cash Equivalents (provided, provided that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Non- Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) Section 6.08 and Section 6.07(h)(z7.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $50,000,000 and 101.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Lead Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $100,000,000 and 252.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most more recently ended Test PeriodPeriod or (ii) it relates to a Specified Lease Transaction.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness Indebtedness, if any, is permitted by Section 6.01 6.01(z) and the Net Proceeds of any Sale and Lease-Back Transaction consummated pursuant to this clause (A) shall be applied in accordance with Section 2.11(b)(ii) or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash Cash consideration (provided, provided that for purposes of the 75% Cash consideration requirementrequirements set forth in Section 6.07(h) shall apply (and, (w) for the avoidance of doubt, the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received Consolidation shall apply in respect the aggregate to Section 6.07(h) and clause (B) of this proviso) in determining whether or not the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to consideration requirements in this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cashare satisfied), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $30,000,000 and 2532% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Lead Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Lead Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Lead Borrower or such Restricted Subsidiary to any Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is (A) permitted by Section 6.01(m), and/or (B) (1) made in exchange for not less than 75% cash consideration (provided, that for purposes of the foregoing 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Lead Borrower or any Restricted Subsidiary) of any the Lead Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Lead Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such DispositionSale and Lease-Back Transaction, (y) any Securities received by any the Lead Borrower or any Restricted Subsidiary from such transferee that -192- are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition Sale and Lease-Back Transaction and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $50,000,000 and 1030.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be CashEBITDA), (2) the applicable Lead Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value Fair Market Value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $60,000,000 and 2535.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit Enter into any of their Restricted Subsidiaries toarrangement, directly or indirectly, become with any person whereby it shall sell or remain liable as lessee transfer any property, real or as a guarantor personal, used or other surety with respect to any lease of any property (whether real, personal or mixed)useful in its business, whether now owned or hereafter acquired, which and substantially contemporaneously rent or lease from the relevant Borrower transferee such property or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) property that it intends to use for substantially the same purpose or purposes as the property which has been or is to be being sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other a Sale and Lease-Back Transaction shall be permitted (a) with respect to property (i) owned by any Borrower or any Domestic Subsidiary which is a Restricted Subsidiary that is acquired, leased, repaired or improved after the Closing Date so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration consummated within two hundred seventy (provided, that for purposes 270) days of the 75% Cash consideration requirementacquisition, lease, repair or improvement of such property or (ii) owned by any Foreign Subsidiary which is a Restricted Subsidiary regardless of when such property was acquired, (wb) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated 1) to the Obligations extent such transaction is permitted under Section 6.01(i) or that are owed to any Borrower or any Restricted Subsidiary(2) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Dispositionif made for cash consideration, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Lead Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3z) the aggregate fair market value of the assets sold (except with respect to any Sale Lease-Back Transaction involving the distribution center located in York, Pennsylvania) subject to all Sale and Lease-Back Transactions under this clause (B2) shall not exceed the greater of US$26,300,000 $15.0 million and 252.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day of the most recently ended Test PeriodPeriod for which financial statements have been delivered pursuant to Section 5.04.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified any Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Lease Back Transaction shall be permitted so long as the Net Proceeds of the relevant Disposition are applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) and either (A) the resulting Indebtedness lease is permitted or not restricted by Section 6.01 or (B)(1B) (1) the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets asset acquired in connection with such Disposition, (y) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z6.07(h)(iv) that is at that time outstanding, not in excess of the greater of US$11,000,000 $25,000,000 and 1025% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.applicable

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit any of their respective Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant any Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such any Borrower or such Restricted Subsidiary to any such other Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either the Net Proceeds of such Disposition are applied and/or reinvested as (Aand to the extent) the resulting Indebtedness is permitted required by Section 6.01 or (B)(12.11(b)(ii) and the relevant Sale and Lease-Back Leaseback Transaction is made consummated in exchange for not less than 75% cash consideration constituting Cash or Cash Equivalents (provided, provided that for purposes of the 75% foregoing Cash consideration requirement, (w) the greater of the principal amount and carrying value of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to as reflected on the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet of the Parent Borrower (or statement of financial position (a Parent Company) provided hereunder or in the notes footnotes thereto), or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the balance sheet of the Parent Borrower (or Parent Company) or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the Parent Borrower) of such Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets and for (or are otherwise extinguished in connection with the transactions relating to such Disposition) pursuant to a written agreement which the applicable releases such Borrower and/or its applicable or such Restricted Subsidiary have been validly released by all relevant creditors in writingfrom such liabilities, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such the transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Leaseback Transaction having an aggregate fair market valuevalue (as reasonably determined in good faith by the Parent Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $10,000,000 and 1020.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of for the most recently ended Test Period, in each case, shall be deemed to be Cash), and (2) the applicable any Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Periodlease.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as the Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) and either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1B) (1) the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period$40,000,000, in each case, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $20,000,000 and 2515% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit Enter into any of their Restricted Subsidiaries toarrangement, directly or indirectly, become with any person whereby it shall sell or remain liable as lessee transfer any property, real or as a guarantor personal, used or other surety with respect to any lease of any property (whether real, personal or mixed)useful in its business, whether now owned or hereafter acquired, which the relevant Borrower and thereafter rent or the relevant Restricted Subsidiary (a) has sold lease such property or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) property that it intends to use for substantially the same purpose or purposes as the property which has been or is to be being sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Lease Back Transaction”); provided, that (i) the Specified a Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Lease Back Transaction shall be permitted (a) with respect to property (i) owned by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Lease Back Transaction is made in exchange for not less than 75% cash consideration (provided, that for purposes consummated within 270 days of the 75% Cash consideration requirementacquisition of such property or (ii) owned by any Foreign Subsidiary regardless of when such property was acquired, and (wb) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed with respect to any property owned by the Borrower or any Restricted Domestic Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (xi) if at the amount of any trade-in value applied to time the purchase price of any replacement assets acquired lease in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that therewith is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter entered into, and remain liable underafter giving effect to the entering into of such lease, the applicable underlying Borrower would be in Pro Forma Compliance and would comply with the Total Net Leverage Ratio Test or (ii) if at the time the lease in connection therewith is entered into, and (3after giving effect to the entering into of such lease, the Borrower would not be in Pro Forma Compliance or would not comply with the Total Net Leverage Ratio Test, then the Remaining Present Value of such lease, together with Indebtedness outstanding pursuant to Section 7.01(i) and the aggregate fair market value Remaining Present Value of the assets sold subject to all Sale and Lease-Back Transactions outstanding leases previously entered into under this clause (B) Section 7.03(b), shall not exceed the greater of US$26,300,000 $55,000,000 and 255.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries Total Assets as of the last day end of the most recently ended Test Periodfiscal quarter immediately prior to the date the lease was entered into for which financial statements have been delivered pursuant to Section 4.05 or 6.04, as applicable; provided, further, that if such Sale and Lease Back Transaction is of property owned by the Borrower or any Domestic Subsidiary as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 110 2.08(c).

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any such other Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either the Net Proceeds of such Disposition are applied and/or reinvested as (Aand to the extent) the resulting Indebtedness is permitted required by Section 6.01 or (B)(12.11(b)(ii) and the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration constituting Cash or Cash Equivalents (provided, provided that for purposes of the 75% foregoing Cash consideration requirement, (wi) the greater of the principal amount and carrying value of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to as reflected on the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet of the Borrower (or statement of financial position (a Parent Company) provided hereunder or in the notes footnotes thereto), or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the balance sheet of the Borrower (or Parent Company) or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets and for (or are otherwise extinguished in connection with the transactions relating to such Disposition) pursuant to a written agreement which releases the applicable Borrower and/or its applicable or such Restricted Subsidiary have been validly released by all relevant creditors in writingfrom such liabilities, (xii) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (yiii) any Securities received by any the Borrower or any Restricted Subsidiary from such the transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (ziv) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market valuevalue (as reasonably determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ziv) and Section 6.07(h)(z6.07(h)(B)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $30,000,000 and 1020.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of Borrower for the most recently ended Test Period, in each case, shall be deemed to be Cash), and (2v) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.lease. 173

Sale and Lease-Back Transactions. The Borrowers shall not, nor shall they permit Enter into any of their Restricted Subsidiaries toarrangement, directly or indirectly, become with any person whereby it shall sell or remain liable as lessee transfer any property, real or as a guarantor personal, used or other surety with respect to any lease of any property (whether real, personal or mixed)useful in its business, whether now owned or hereafter acquired, which the relevant Borrower and thereafter rent or the relevant Restricted Subsidiary (a) has sold lease such property or transferred or is to sell or to transfer to any other Person (other than any Borrower or any Restricted Subsidiary) and (b) property that it intends to use for substantially the same purpose or purposes as the property which has been or is to be being sold or transferred by such Borrower or such Restricted Subsidiary to any Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, that for purposes consummated within 270 days of the 75% Cash consideration requirement, acquisition of such property or (wii) the amount by any Foreign Subsidiary regardless of any Indebtedness or other liabilities when such property was acquired and (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed b) with respect to any property owned by the Borrower or any Restricted Domestic Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (xi) if at the amount time the lease in connection therewith is entered into, (A) no Default or Event of any trade-in value applied Default shall have occurred and be continuing or would result therefrom and (B) after giving effect to the purchase price entering into of any replacement assets acquired such lease, the Borrower shall be in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition Pro Forma Compliance and (zii) any Designated Non-Cash Consideration received in respect of the relevant if such Sale and Lease-Back Transaction having an aggregate is of property owned by the Borrower or any Domestic Subsidiary as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b); provided further that the Borrower or the applicable Domestic Subsidiary shall receive at least fair market value, taken together with all other Designated Nonvalue (as determined by the Borrower in good faith) for any property disposed of in any Sale and Lease-Cash Consideration received Back Transaction pursuant to this clause Section 6.03(a)(i) or (zb) and Section 6.07(h)(z) that is at that time outstanding, not (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash$5.0 million), ; provided further that (2x) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value Net Proceeds of the assets sold subject to all Sale and Lease-Back Transactions under permitted by this clause (B) Section 6.03 in any fiscal year shall not exceed not, at any time prior to the greater Commencement of US$26,300,000 and 25% of Consolidated Adjusted EBITDA Operations of the Borrowers Development exceed $10.0 million and their Restricted Subsidiaries as (y) any such Net Proceeds received prior to the Commencement of Operations of the last day of Development are used to repay the most recently ended Test PeriodTerm B Loans.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as the Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) and either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1B) (1) the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash Cash consideration (provided, provided that for purposes of the 75% foregoing Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $55,000,000 and 1030% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $55,000,000 and 2530% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness Indebtedness, if any, is permitted by Section 6.01 6.01(m) hereof or Section 6.01(z) of the Pari First Lien Credit Agreement (as in effect on the date hereof), (B) such Sale and Lease-Back Transaction (i) was in existence on the Pari First Lien Closing Date or (B)(1ii) the relevant is an iStar Sale/Leaseback (including pursuant to an iStar Exchange), iStar Sale/Leaseback 2014 or Excluded Property Sale/Leaseback Transaction or (C) (1) such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto), or, if the incurrence of such Indebtedness or other liability took place after the date of such balance sheet, that would have been shown on such balance sheet or in the notes thereto, as determined in good faith by the Borrower) that are (i) assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writingwriting or (ii) otherwise cancelled or terminated in connection with the relevant Sale and Lease Back Transaction, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities or other obligations or assets received by any the Borrower or any Restricted Subsidiary from such transferee (including earn-outs or similar obligations) that are converted by such Person into Cash or Cash Equivalents, or by their terms are required to be satisfied for Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Lease Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and clause (y) of the proviso to Section 6.07(h)(z6.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $10,000,000 and 107% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, case shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (BC) shall not exceed the greater of US$26,300,000 $65,000,000 and 2549% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their Restricted its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any Restricted Subsidiaryof its Subsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any Restricted Subsidiaryof its Subsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(11) the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Non- Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z6.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case$5,000,000, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) Section 6.08 shall not exceed the greater of US$26,300,000 $7,500,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their Restricted its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any Restricted Subsidiaryof its Subsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any Restricted Subsidiaryof its Subsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(11) the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Borrower or any Restricted Subsidiary) of any the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z6.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case$5,000,000, shall be deemed to be Cash), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) Section 6.08 shall not exceed the greater of US$26,300,000 $7,500,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Lead Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Lead Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Lead Borrower or such Restricted Subsidiary to any Person (other than any the Lead Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness is permitted by Section 6.01 or (B)(1) the relevant such Sale and Lease-Back Transaction is (A) permitted by Section 6.01(m), and/or (B) (1) made in exchange for not less than 75% cash consideration (provided, that for purposes of the foregoing 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Lead Borrower or any Restricted Subsidiary) of any the Lead Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Lead Borrower and/or its applicable ​ ​ Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such DispositionSale and Lease-Back Transaction, (y) any Securities received by any the Lead Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition Sale and Lease-Back Transaction and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $50,000,000 and 1030.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be CashEBITDA), (2) the applicable Lead Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value Fair Market Value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 $60,000,000 and 2535.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any such other Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either the Net Proceeds of such Disposition are applied and/or reinvested as (Aand to the extent) the resulting Indebtedness is permitted required by Section 6.01 or (B)(12.11(b)(ii) and the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration constituting Cash or Cash Equivalents (provided, provided that for purposes of the 75% foregoing Cash consideration requirement, (wi) the greater of the principal amount and carrying value of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to as reflected on the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet of the Borrower (or statement of financial position (a Parent Company) provided hereunder or in the notes footnotes thereto), or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the balance sheet of the Borrower (or Parent Company) or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets and for (or are otherwise extinguished in connection with the transactions relating to such Disposition) pursuant to a written agreement which releases the applicable Borrower and/or its applicable or such Restricted Subsidiary have been validly released by all relevant creditors in writingfrom such liabilities, (xii) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (yiii) any Securities received by any the Borrower or any Restricted Subsidiary from such the transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (ziv) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market valuevalue (as reasonably determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ziv) and Section 6.07(h)(z6.07(h)(B)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $30,000,000 and 1020.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of Borrower for the most recently ended Test Period, in each case, shall be deemed to be Cash), and (2v) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.lease. 171

Sale and Lease-Back Transactions. The Borrowers Parent Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Parent Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Parent Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Parent Borrower or such Restricted Subsidiary to any Person (other than any the Parent Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) (i) the 195 resulting Indebtedness Indebtedness, if any, is permitted by Section 6.01 ‎Section 6.01(m) or ‎Section 6.01(z) or (B)(1ii) if the relevant resulting lease obligation is not Indebtedness, the Total Leverage Ratio at the time of entry into such lease does not exceed the ratio referenced in the Incremental Cap for unsecured Indebtedness or such lease obligation could be incurred pursuant to ‎Section 6.01(m) if it were Indebtedness, (B) such Sale and Leaseback Transaction (i) was in existence on the Amendment No. 8 Effective Date or (ii) is a Carlyle Sale/Leaseback, Carlyle Sale/Leaseback 2014 or Excluded Property Sale/Leaseback Transaction or (C) (1) such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (wv) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Parent Borrower or any Restricted Subsidiary) of any the Parent Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto), or, if the incurrence of such Indebtedness or other liability took place after the date of such balance sheet, that would have been shown on such balance sheet or in the notes thereto, as determined in good faith by the Parent Borrower) that are (i) assumed by the transferee of any such assets and for which the applicable Parent Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writingwriting or (ii) otherwise cancelled or terminated in connection with the relevant Sale and Lease Back Transaction, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities or other obligations or assets received by any the Parent Borrower or any Restricted Subsidiary from such transferee (including earn-outs or similar obligations) that are converted by such Person into Cash or Cash Equivalents, or by their terms are required to be satisfied for Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Lease Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(zclause (y) of the proviso to ‎Section 6.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $170,000,000 and 1050% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, case shall be deemed to be Cash), (2) the applicable Parent Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B‎(C) shall not exceed the greater of US$26,300,000 $170,000,000 and 2550% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Parent Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Parent Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Parent Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Parent Borrower or such Restricted Subsidiary to any Person (other than any the Parent Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) (i) the resulting Indebtedness Indebtedness, if any, is permitted by Section 6.01 6.01(m) or Section 6.01(z) or (B)(1ii) if the relevant resulting lease obligation is not Indebtedness, the Total Leverage Ratio at the time of entry into such lease does not exceed the ratio referenced in the Incremental Cap for unsecured Indebtedness or such lease obligation could be incurred pursuant to Section 6.01(m) if it were Indebtedness, (B) such Sale and Leaseback Transaction (i) was in existence on the ClosingAmendment No. 8 Effective Date or (ii) is an iStara Carlyle Sale/Leaseback (including pursuant to an iStar Exchange), iStar, Carlyle Sale/Leaseback 2014 or Excluded Property Sale/Leaseback Transaction or (C) (1) such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash consideration (provided, provided that for purposes of the 75% Cash foregoing cash consideration requirement, (wv) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any the Parent Borrower or any Restricted Subsidiary) of any the Parent Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto), or, if the incurrence of such Indebtedness or other liability took place after the date of such balance sheet, that would have been shown on such balance sheet or in the notes thereto, as determined in good faith by the Parent Borrower) that are (i) assumed by the transferee of any such assets and for which the applicable Parent Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writingwriting or (ii) otherwise cancelled or terminated in connection with the relevant Sale and Lease Back Transaction, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such 184 Disposition, (y) any Securities or other obligations or assets received by any the Parent Borrower or any Restricted Subsidiary from such transferee (including earn-outs or similar obligations) that are converted by such Person into Cash or Cash Equivalents, or by their terms are required to be satisfied for Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Lease Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and clause (y) of the proviso to Section 6.07(h)(z6.07(h) that is at that time outstanding, not in excess of the greater of US$11,000,000 $10,000,000170,000,000 and 10750% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, case shall be deemed to be Cash), (2) the applicable Parent Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (BC) shall not exceed the greater of US$26,300,000 $65,000,000170,000,000 and 254950% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period. Section 6.09. [Reserved].

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactions, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either (A) the resulting Indebtedness Indebtedness, if any, is permitted by ‎Section 6.01(z) and the Net Proceeds of any Sale and Lease-Back Transaction consummated pursuant to this clause (A) shall be applied in accordance with Section 6.01 2.11(b)(ii) or (B)(1) the relevant such Sale and Lease-Back Transaction is made in exchange for not less than 75% cash Cash consideration (provided, provided that for purposes of the 75% Cash consideration requirementrequirements set forth in ‎Section 6.07(h) shall apply (and, (w) for the avoidance of doubt, the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the applicable Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by any Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received Consolidation shall apply in respect the aggregate to ‎Section 6.07(h) and clause (B) of this proviso) in determining whether or not the relevant Sale and Lease-Back Transaction having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to consideration requirements in this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cashare satisfied), (2) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B‎(B) shall not exceed the greater of US$26,300,000 $30,000,000 and 2532% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.

Sale and Lease-Back Transactions. The Borrowers Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the relevant Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than any the Borrower or any of its Restricted SubsidiarySubsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such the Borrower or such Restricted Subsidiary to any such other Person (other than any Borrower or any Restricted Subsidiary) in connection with such lease (such a transaction described herein, together with the Specified Sale and Lease-Back Transactionstransaction, a “Sale and Lease-Back Transaction”); provided, provided that (i) the Specified Sale and Lease-Back Transactions shall be permitted and (ii) any other Sale and Lease-Back Transaction shall be permitted so long as either the Net Proceeds of such Disposition are applied and/or reinvested as (Aand to the extent) the resulting Indebtedness is permitted required by Section 6.01 or (B)(12.11(b)(ii) and the relevant Sale and Lease-Back Transaction is made consummated in exchange for not less than 75% cash consideration constituting Cash or Cash Equivalents (provided, provided that for purposes of the 75% foregoing Cash consideration requirement, (wi) the greater of the principal amount and carrying value of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to as reflected on the Obligations or that are owed to any Borrower or any Restricted Subsidiary) of any Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet of the Borrower (or statement of financial position (a Parent Company) provided hereunder or in the notes footnotes thereto), or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the balance sheet of the Borrower (or Parent Company) or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets and for (or are otherwise extinguished in connection with the transactions relating to such Disposition) pursuant to a written agreement which releases the applicable Borrower and/or its applicable or such Restricted Subsidiary have been validly released by all relevant creditors in writingfrom such liabilities, (xii) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (yiii) any Securities received by any the Borrower or any Restricted Subsidiary from such the transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (ziv) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market valuevalue (as reasonably determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ziv) and Section 6.07(h)(z6.07(h)(B)(z) that is at that time outstanding, not in excess of the greater of US$11,000,000 $30,000,000 and 1020.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of Borrower for the most recently ended Test Period, in each case, shall be deemed to be Cash), and (2v) the applicable Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of US$26,300,000 and 25% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period.lease. 172