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

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that 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 such Sale and Lease-Back Transaction is consummated within 270 days of the acquisition of such property or (ii) by any Foreign Subsidiary regardless of when such property was acquired, (b) with respect to any property owned by the Borrower or any Domestic Subsidiary, (i) 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) after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) 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 2.11(b), and (c) in connection with any Project Financing; 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 (a)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell sell, transfer or transfer otherwise dispose of any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) by the Borrower or any Domestic Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 days of the acquisition of such property or (ii) by any Foreign Subsidiary that is not a Subsidiary Loan Party regardless of when such property was acquired, acquired and (b) with respect to any property owned by the Borrower or any Domestic SubsidiarySubsidiary Loan Party, (i) 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) after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance Compliance, and (ii) if such Sale and Lease-Back Transaction is of property owned by the Borrower or any Domestic Subsidiary Loan Party as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b2.12(b), and (c) in connection with any Project Financing; provided, further, that the Borrower or the applicable Domestic 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)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of Evertec, Holdings or the Borrower in any case of any property with a fair market value in excess of $100.0 20 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter substantially contemporaneously rent or lease from the transferee such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); , provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) owned by the any Borrower or any Domestic Subsidiary which is a Restricted Subsidiary that is acquired acquired, leased, repaired or improved after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 two hundred seventy (270) days of the acquisition acquisition, 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, (b) with respect (1) to any property owned by the extent such transaction is permitted under Section 6.01(i) or (2) (x) if made for cash consideration, (y) the Lead Borrower or any Domestic Subsidiaryits applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (z) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (2) shall not exceed the greater of $17.5 million and 2.5% of Consolidated Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.04, (ic) if at the time the lease in connection therewith is entered intoas set forth on Schedule 6.03 or (d) so long as, (A) no Default or Event of Default shall have occurred immediately before and be continuing or would result therefrom and (B) after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) if such Sale and Lease-Back Transaction is of property owned by the Borrower or any Domestic Subsidiary as of the Closing DateTransaction, the Net Proceeds therefrom Borrowers are used to prepay in Pro Forma Compliance with the Term Loans to the extent required by Section 2.11(b), and (c) in connection with any Project Financing; 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 (a)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 million)Applicable Conditions.

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided provided, that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the Borrower or any Domestic Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 180 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b) with respect to any other property owned by the Borrower or any Domestic SubsidiarySubsidiary Loan Party, (ix) 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 (By) after giving effect with respect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) if any such Sale and Lease-Back Transaction is pursuant to this clause (b) with aggregate Net Proceeds in excess of property owned by $3,000,000, the Borrower or any Domestic the applicable Subsidiary Loan Party shall receive at least fair market value (as of determined in good faith by the Closing DateBorrower) or, if not for fair market value, the shortfall is permitted as an Investment under Section 6.04, and (z) the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b), and (c) in connection with any Project Financing; 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 (a)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to Excluded Property, (b) with respect to property owned (i) by the Borrower or any Domestic Subsidiary Loan Party that is acquired after the Closing Effective Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (ii) by any Foreign Subsidiary that is not a Subsidiary Loan Party regardless of when such property was acquired, acquired and (bc) with respect to any other property owned by the Borrower or any Domestic Subsidiary, (i) Subsidiary if at the time the lease in connection therewith is entered into, (Ai) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (Bii) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) 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 2.11(b), and (c) in connection with any Project Financing; provided, further, that the Borrower or the applicable Domestic 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)(ib)(i) or (bc) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 million20,000,000).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) with respect to any other property owned by the Borrower or any Domestic Subsidiary, (i) 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) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $5.0 million, after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) 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 2.11(b), and (c) in connection with any Project Financing; 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 (a)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 million).Project

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided provided, that a Sale and Lease-Back Transaction shall be permitted (a) i. with respect to 1. property owned (i) by the Borrower Borrowers or any Domestic Subsidiary Loan Party that is acquired after the Closing Fourth Restatement Effective Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (ii) 2. property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) and ii. with respect to any other property owned by the Borrower Borrowers or any Domestic SubsidiarySubsidiary Loan Party, (ix) 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) after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (iiy) if such Sale and Lease-Back Transaction is of property owned by the Borrower Borrowers or any Domestic Subsidiary Loan Party as of the Closing Fourth Restatement Effective Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b), and (c) in connection with any Project Financing; provided, further, that the Borrower Borrowers or the applicable Domestic Subsidiary Loan Party shall receive at least fair market value (as determined by the Borrower Borrowers in good faith) for any property disposed Disposed of in any Sale and Lease-Back Transaction pursuant to clause (a)(ia)(ii) or clause (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower Borrowers in any case of any property with a fair market value in excess of $100.0 million5,000,000).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquiredacquired (or, in each case, the Equity Interests in a subsidiary substantially all of the assets of which are such property and which subsidiary is formed for the purpose of effecting a Sale and Lease-Back Transaction), and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the any Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) with respect to any other property owned by the any Borrower or any Domestic Subsidiary, (i) 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) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $25.0 million, after giving effect to the entering into of such lease, the Borrower Borrowers shall be in Pro Forma Compliance and (ii) if such Sale and Lease-Back Transaction is of property owned by the Borrower Borrowers 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), and (c) in connection with any Project Financing, (d) with respect to (i) the Real Property commonly referred to as the Xxxxxx’x New Orleans, (ii) the Real Property commonly referred to as the Xxxxxx’x Xxxxxxxx, (iii) the Real Property commonly referred to as the Xxxxxx’x Atlantic City, (iv) the Real Property commonly referred to as the Indiana Grand Racing & Casino, (v) the Real Property commonly referred to as the Hoosier Park Racing & Casino, (vi) the Real Property commonly referred to as Xxxxxx’x Las Vegas (and the Equity Interests in a subsidiary substantially all of the assets of which are such property and which subsidiary is formed for the purpose of effecting such 158 Sale and Lease-Back Transaction) and (vii) the Real Property listed on Schedule 1.01(C), in each case under this clause (d), so long as the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b), (e) in connection with transactions permitted by the Master Leases and (f) with respect to any Sale and Lease-Back Transaction that is deemed to have occurred solely as a result of a failed sale under GAAP (provided that, in the case of this clause (f), such sale was otherwise permitted by Section 6.05); provided, further, that the applicable Borrower or the applicable 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 clause (a)(ia)(ii) or (b) of this Section 6.03 (as approved by the Board of Directors of the applicable Borrower in any case of any property with a fair market value in excess of $100.0 25.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided provided, that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the Intermediate Holdings, any Borrower or any Domestic Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 180 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b) with respect to any property owned by the Intermediate Holdings, any Borrower or any Domestic SubsidiarySubsidiary Loan Party, (i) 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) after giving effect to the entering into of such lease, (A) the Borrower shall be in Remaining Present Value of such lease, together with Indebtedness outstanding pursuant to Section 6.01(i) and the Remaining Present Value of outstanding leases previously entered into under this Section 6.03(b)(A), would not exceed the greater of $75.0 million and 2.5% of Consolidated Total Assets as of the end of the most recent fiscal quarter prior to the date the lease was entered into for which financial statements have been delivered pursuant to Section 5.04 or (B) the Payment Conditions are satisfied on a Pro Forma Compliance and (ii) if such Basis. Notwithstanding anything to the foregoing, prior to the Exit Facility Conversion Date, no Debtor shall enter into a 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 except with respect to prepay the Term Loans to the extent required by Section 2.11(b), and (c) in connection with any Project Financing; 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 Transactions permitted pursuant to clause (a)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 milliona).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided provided, that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) property owned by the Borrower Borrowers or any Domestic Subsidiary Loan Party that is acquired after the Closing Third Restatement Effective Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (ii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b) with respect to any other property owned by the Borrower Borrowers or any Domestic SubsidiarySubsidiary Loan Party, (ii)(x) 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 (By) after giving effect with respect to the entering into any such Sale and Lease-Back Transaction with Net Proceeds in excess of such lease$75,000,000, the Borrower Borrowers shall be in Pro Forma Compliance immediately after giving effect to such Sale and Lease-Back Transaction and any related transaction and (ii) if such Sale and Lease-Back Transaction is of property owned by the Borrower Borrowers or any Domestic Subsidiary Loan Party as of the Closing Third Restatement Effective Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b), and (c) in connection with any Project Financing; provided, further, that the Borrower Borrowers or the applicable Domestic Subsidiary Loan Party shall receive at least fair market value (as determined by the Borrower Borrowers in good faith) for any property disposed of in any Sale and Lease-Back Transaction pursuant to clause (a)(ia)(ii) or clause (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower Borrowers in any case of any property with a fair market value in excess of $100.0 million5,000,000).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) with respect to any other property owned by the Borrower or any Domestic Subsidiary, (i) 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) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $10.0 million, after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) 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 2.11(b), and (c) in connection with any Project Financing; 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 (a)(ia)(ii) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 10.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) with respect to any other property owned by the Borrower or any Domestic Subsidiary, (i) 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) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $5.0 million, after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) 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 2.11(b), and (c) in connection with any Project FinancingFinancing and (d) of the Real Property commonly referred to as the Xxxxxx’x New Orleans so long as 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 (as determined by the Borrower in good faith) for any property disposed of in any Sale and Lease-Back Transaction pursuant to clause (a)(ia)(ii) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 25.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided provided, that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) property owned by the Borrower Borrowers or any Domestic Subsidiary Loan Party that is acquired after the Closing Fourth Restatement Effective Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (ii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b) with respect to any other property owned by the Borrower Borrowers or any Domestic SubsidiarySubsidiary Loan Party, (ix) 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) after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (iiy) if such Sale and Lease-Back Transaction is of property owned by the Borrower Borrowers or any Domestic Subsidiary Loan Party as of the Closing Fourth Restatement Effective Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b), and (c) in connection with any Project Financing; provided, further, that the Borrower Borrowers or the applicable Domestic Subsidiary Loan Party shall receive at least fair market value (as determined by the Borrower Borrowers in good faith) for any property disposed Disposed of in any Sale and Lease-Back Transaction pursuant to clause (a)(ia)(ii) or clause (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower Borrowers in any case of any property with a fair market value in excess of $100.0 million5,000,000).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell sell, transfer or transfer otherwise dispose of any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) by the Borrower or any Domestic Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 days of the acquisition of such property or (ii) by any Foreign Subsidiary that is not a Subsidiary Loan Party regardless of when such property was acquired, acquired and (b) with respect to any property owned by the Borrower or any Domestic SubsidiarySubsidiary Loan Party, (i) 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) after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) if such Sale and Lease-Back Transaction is of property owned by the Borrower or any Domestic Subsidiary Loan Party as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b2.12(b), and (c) in connection with any Project Financing; provided, further, that the Borrower or the applicable Domestic 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)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 20 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell sell, transfer or transfer otherwise dispose of any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) by the Borrower or any Domestic Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 days of the acquisition of such property or (ii) by any Foreign Subsidiary that is not a Subsidiary Loan Party regardless of when such property was acquired, acquired and (b) with respect to any property owned by the Borrower or any Domestic SubsidiarySubsidiary Loan Party, (i) 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) after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance Compliance, and (ii) if such Sale and Lease-Back Transaction is of property owned by the Borrower or any Domestic Subsidiary Loan Party as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b2.12(b), and (c) in connection with any Project Financing; provided, further, that the Borrower or the applicable Domestic 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)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of Holdings or the Borrower in any case of any property with a fair market value in excess of $100.0 20 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) with respect to any other property owned by the Borrower or any Domestic Subsidiary, (i) 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) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $5.0 million, after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) 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 2.11(b), and (c) in connection with any Project Financing; 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 (a)(ia)(ii) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 25.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the any Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) with respect to any other property owned by the any Borrower or any Domestic Subsidiary, (i) 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) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $5.0 million, after giving effect to the entering into of such lease, the Borrower Borrowers shall be in Pro Forma Compliance and (ii) if such Sale and Lease-Back Transaction is of property owned by the any 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), and (c) in connection with any Project FinancingFinancing and (d) with respect to (i) the Real Property commonly referred to as the Xxxxxx’x Xxxxxxxx and (ii) the Real Property commonly referred to as the Xxxxxx’x Atlantic City, in each case, so long as the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b); provided, further, that the applicable Borrower or the applicable Domestic Subsidiary shall receive at least fair market value (as determined by the suchthe applicable Borrower in good faith) for any property disposed of in any Sale and Lease-Back Transaction pursuant to clause (a)(ia)(ii) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower Company in any case of any property with a fair market value in excess of $100.0 25.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided provided, that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) owned by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 days of the acquisition of such property or (ii) owned by any Foreign Subsidiary regardless of when such property was acquired, and (b) with respect to any property owned by the Borrower or any Domestic Subsidiary, (i) 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) after giving effect to the entering into of such lease, the Borrower shall would be in Pro Forma Compliance and would comply with the Senior Leverage Ratio Test or (ii) if at the time the lease in connection therewith is entered into, and after giving effect to the entering into of such lease, the Borrower would not be in Pro Forma Compliance or would not comply with the Senior Leverage Ratio Test, then the Remaining Present Value of such lease, together with Indebtedness outstanding pursuant to Section 6.01(i) and the Remaining Present Value of outstanding leases previously entered into under this Section 6.03(b), shall not exceed the greater of $55.0 million and 5.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date the lease was entered into for which financial statements have been delivered pursuant to Section 3.05 or 5.04, 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 2.11(b), and (c) in connection with any Project Financing; 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 (a)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Lease Back Transaction”); provided that a (a) Sale and Lease-Lease Back Transaction Transactions 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 such Sale and Lease-Back Transaction is consummated within 270 days of the acquisition of such property or (ii) by any Foreign Subsidiary regardless of when such property was acquired, (b) with respect to any property owned by the Borrower or any Domestic Subsidiary, (i) 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) after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) 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 2.11(b), and (c) in connection with any Project Financing; provided, further, that the Borrower or the applicable Domestic Subsidiary shall receive at least aggregate fair market value (as determined in good faith by the applicable Borrower at the time of the applicable Sale and Lease Back Transaction) of all property subject to Sale and Lease Back Transactions permitted pursuant to this clause (a) does not exceed $25,000,000 in good faiththe aggregate at any time, and (b) for any property disposed of in Bowling Green may enter into any Sale and Lease-Lease Back Transaction Transactions so long as the fair market value (as determined in good faith by Bowling Green as of January 10, 2019) of all property subject to Sale and Lease Back Transactions permitted pursuant to this clause (a)(i) or (b) of does not exceed $ 63,000,000 in the aggregate at any time; provided, however, that (x) as a condition precedent to any Sale and Lease Back Transaction permitted pursuant to this Section 6.03 clause (as approved by b), the Board of Directors lessors, owners and lenders party to the Sale and Lease Back Transaction shall have entered into the Bowling Green Current Assets Access Agreement and (y) in the event that Liens on all or any portion of the Borrower Bowling Green Property are granted by Bowling Green pursuant to Section 7.02(ff) in connection with any case Sale and Lease Back Transaction permitted pursuant to this clause (b), the Administrative Agent shall, at the request of any property Bowling Green, enter into the Bowling Green Real Estate Intercreditor Arrangements with a fair market value in excess of $100.0 million)respect to such Sale and Lease Back Transaction.

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquiredacquired (or, in each case, the Equity Interests in a subsidiary substantially all of the assets of which are such property and which subsidiary is formed for the purpose of effecting a Sale and Lease-Back Transaction), and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the any Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) with respect to any other property owned by the any Borrower or any Domestic Subsidiary, (i) 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) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $25.0 million, after giving effect to the entering into of such lease, the Borrower Borrowers shall be in Pro Forma Compliance and (ii) if such Sale and Lease-Back Transaction is of property owned by the Borrower Borrowers 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), and (c) in connection with any Project Financing, (d) with respect to (i) the Real Property commonly referred to as the Xxxxxx’x New Orleans, (ii) the Real Property commonly referred to as the Xxxxxx’x Xxxxxxxx, (iii) the Real Property commonly referred to as the Xxxxxx’x Atlantic City, (iv) the Real Property commonly referred to as the Indiana Grand Racing & Casino, (v) the Real Property commonly referred to as the Hoosier Park Racing & Casino, (vi) the Real Property commonly referred to as Xxxxxx’x Las Vegas (and the Equity Interests in a subsidiary substantially all of the assets of which are such property and which subsidiary is formed for the purpose of effecting such Sale and Lease-Back Transaction) and (vii) the Real Property listed on Schedule 1.01(C), in each case under this clause (d), so long as the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b), (e) in connection with transactions permitted by the Master Leases and (f) with respect to any Sale and Lease-Back Transaction that is deemed to have occurred solely as a result of a failed sale under GAAP (provided that, in the case of this clause (f), such sale was otherwise permitted by Section 6.05); provided, further, that the applicable Borrower or the applicable 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 clause (a)(ia)(ii) or (b) of this Section 6.03 (as approved by the Board of Directors of the applicable Borrower in any case of any property with a fair market value in excess of $100.0 25.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person (other than the Borrower or a Subsidiary Loan Party) whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease (or otherwise become or remain liable as lessee or as a guarantor or other surety with respect to any lease of) such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Lease Back Transaction”); provided that a Sale and Lease-Lease Back Transaction shall be permitted if: (a) with respect to property owned (i) by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as Date, (A) such Sale and Lease-Lease Back Transaction is consummated within 270 180 days of the acquisition of such property and (B) the Net Proceeds received from such Sale and Lease Back Transaction shall be applied to prepay the Loans pursuant to Section 2.08(b) hereof, and (C) to the extent any Non-ABL Priority Collateral is sold or transferred pursuant to such Sale and Lease Back Transaction, the property received shall include Non-ABL Priority Collateral of the same or greater value or (ii) by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b) with respect to any property owned by the Borrower or any Domestic Subsidiary, (i) 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) after giving effect to the entering into of such lease, (i) the Borrower Net Proceeds shall be in Pro Forma Compliance applied to prepay the Loans pursuant to Section 2.08(b) hereof and (ii) if the Remaining Present Value of such Sale and Lease-Back Transaction is lease, together with the Remaining Present Value 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 outstanding leases previously entered into under this Section 2.11(b6.03(b), and (c) in connection with any Project Financing; 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 (a)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of would not exceed $100.0 150.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the any Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) with respect to any other property owned by the any Borrower or any Domestic Subsidiary, (i) 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) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $5.0 million, after giving effect to the entering into of such lease, the Borrower Borrowers shall be in Pro Forma Compliance and (ii) if such Sale and Lease-Back Transaction is of property owned by the any 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), and (c) in connection with any Project Financing; provided, further, that the applicable Borrower or the applicable Domestic Subsidiary shall receive at least fair market value (as determined by the such Borrower in good faith) for any property disposed of in any Sale and Lease-Back Transaction pursuant to clause (a)(ia)(ii) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower Company in any case of any property with a fair market value in excess of $100.0 25.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to Excluded Property, (b) with respect to property owned (i) by the Borrower or any Domestic Subsidiary Loan Party that is acquired after the Closing Effective Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (ii) by any Foreign Subsidiary that is not a Subsidiary Loan Party regardless of when such property was acquired, acquired and (bc) with respect to any other property owned by the Borrower or any Domestic Subsidiary, (i) Subsidiary if at the time the lease in connection therewith is entered into, (Ai) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (Bii) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of the greater of $75,000,000 and 15.0% of EBITDA for the most recently ended Test Period, the Borrower shall be in Pro Forma Compliance immediately after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) 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 2.11(b), and (c) in connection with any Project Financing; provided, provided further, that the Borrower or the applicable Domestic 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)(ib)(i) or (bc) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 million20,000,000).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (iiiii) 150 property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, (b) with respect to any other property owned by the Borrower or any Domestic Subsidiary, (i) 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) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $5.0 million, after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) 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 2.11(b), and (c) in connection with any Project FinancingFinancing and (d) in connection with transactions permitted by the Master Leases; 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 (a)(ia)(ii) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 25.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted (a) with respect to Excluded Property, (b) with respect to property owned (i) by the Borrower or any Domestic Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 365 days of the acquisition of such property or (ii) by any Foreign Subsidiary that is not a Subsidiary Loan Party regardless of when such property was acquired, acquired and (bc) with respect to any other property owned by the Borrower or any Domestic Subsidiary, Subsidiary (i) 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) with respect to any such Sale and Lease-Back Transaction with Net Proceeds in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance lease and (ii) if such Sale and Lease-Back Transaction is of property owned by the Borrower or any Domestic Subsidiary Loan Party 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), and (c) in connection with any Project Financing; provided, further, that the Borrower or the applicable Domestic 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)(ib)(i) or (bc) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 million20,000,000).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided provided, that a Sale and Lease-Back Transaction shall be permitted (a) with respect to property owned (i) Excluded Property, (ii) property owned by the Borrower or any Domestic Subsidiary 144 Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 180 days of the acquisition of such property or (iiiii) property owned by any Foreign Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b) with respect to any other property owned by the Borrower or any Domestic SubsidiarySubsidiary Loan Party, (ix) 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 (By) after giving effect with respect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) if any such Sale and Lease-Back Transaction is pursuant to this clause (b) with aggregate Net Proceeds in excess of property owned by $3,000,000, the Borrower or any Domestic the applicable Subsidiary Loan Party shall receive at least fair market value (as of determined in good faith by the Closing DateBorrower) or, if not for fair market value, the shortfall is permitted as an Investment under Section 6.04, and (z) the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b), and (c) in connection with any Project Financing; 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 (a)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 million).

Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that that, subject to Section 7.11, 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 such Sale and Lease-Back Transaction is consummated within 270 days of the acquisition of such property or (ii) by any Foreign Subsidiary regardless of when such property was acquired, acquired and (b) with respect to any property owned by the Borrower or any Domestic Subsidiary, (i) 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) after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) 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 2.11(b), and (c) in connection with any Project Financingof the Bank Credit Agreement; 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 (a)(iSection 7.3(a)(i) or (b) of this Section 6.03 (as approved by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of $100.0 million5,000,000); provided, further that (x) the Net Proceeds of Sale and Lease-Back Transactions permitted by this Section 7.3 in any Fiscal Year shall not, at any time prior to the Commencement of Operations of the Development, exceed $10,000,000 and (y) any such Net Proceeds received prior to the Commencement of Operations of the Development are used to repay the Term B Loans.