Common use of Sales and Lease-Backs Clause in Contracts

Sales and Lease-Backs. Borrower shall not, and shall not permit any of 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, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Borrower or any of its Restricted Subsidiaries) or (ii) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Borrower or any of its Restricted Subsidiaries to any Person (other than Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided that Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, to the extent applicable, applied to the repayment of the Loans and other Obligations to the extent required under subsection 2.4B(iii)(a) and (z) the fair market value of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000.

Sales and Lease-Backs. Borrower Company shall not, and shall not permit any of 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, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which Borrower that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Borrower Company or any of its Restricted Subsidiaries) or (ii) which Borrower that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which that has been or is to be sold or transferred by Borrower Company or any of its Restricted Subsidiaries to any Person (other than Borrower Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Borrower (a) Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, lease to the extent applicablethat the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale and (b) so long as no Event of Default has occurred and is continuing or shall be caused thereby, Florists’ Transworld Delivery, Inc. may sell, and become and remain liable as lessee with respect to a lease for, its headquarters located at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxx, so long as the Net Asset Sale Proceeds resulting therefrom are applied to the repayment of prepay the Loans and other Obligations and/or reduce permanently the Revolving Loan Commitment Amount in an amount equal to the extent required under subsection 2.4B(iii)(a) and (z) the fair market value of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000such proceeds.

Sales and Lease-Backs. Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall not they permit any of its Restricted their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which such Borrower or any of its Restricted Subsidiaries Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Borrower Agent or any of its Restricted Subsidiaries) or and (iib) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other the property which has been or is to be sold or transferred by such Borrower or any of its Restricted Subsidiaries Subsidiary to any Person (other than the Borrower Agent or any of its Restricted Subsidiaries) in connection with such leaselease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted so long as (i) such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m) or (B)(1) made for cash consideration, (2) the Borrower and Agent or its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower or any of its Restricted Subsidiaries applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, to the extent applicable, applied to the repayment of the Loans and other Obligations to the extent required under subsection 2.4B(iii)(a) applicable underlying lease and (z3) the aggregate fair market value of all the assets sold subject to all Sale and thereafter subjected to leases described above does Lease-Back Transactions under this clause (B) shall not exceed the greater of $50,000,00035,000,000 and 1.00% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01 and (ii) solely in connection with Specified Locations, the Borrowers shall have used commercially reasonable efforts to deliver to the Administrative Agent a Collateral Access Agreement from the purchaser or transferee on terms and conditions reasonably satisfactory to the Administrative Agent.

Sales and Lease-Backs. Borrower shall not, and shall not permit any of 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, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquiredacquired in an aggregate amount in excess of $500,000, (i) which that Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Borrower or any of its Restricted Subsidiaries) or (ii) which that Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which that has been or is to be sold or transferred by Borrower or any of its Restricted Subsidiaries to any Person (other than Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided PROVIDED that Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, lease to the extent applicable, applied to that the repayment of the Loans and other Obligations to the extent required transaction would be permitted under subsection 2.4B(iii)(aclauses (iii) and (zvii) of subsection 7.1, assuming the fair market value sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000.the sale. 113

Sales and Lease-Backs. Borrower Company shall not, and shall not permit any of 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, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which Borrower that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Borrower Company or any of its Restricted Subsidiaries) or (ii) which Borrower that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which that has been or is to be sold or transferred by Borrower Company or any of its Restricted Subsidiaries to any Person (other than Borrower Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Borrower (a) Company and its Restricted Subsidiaries (other than Dormant Subsidiaries) may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted by subsection 7.1, assuming the sale and lease-back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale and (b) so long as no Event of Default has occurred and is continuing or shall be caused thereby, Company or any of its Subsidiaries may sell and sell such assetbecome and remain liable as lessee with respect to a lease for (x) Company’s headquarters located at 3000 Xxxxxxxxx Xxxxx, under subsections 7.1 Xxxxxxx Xxxxx, Xxxxxxxx and 7.7, (y) any proceeds of any related real property owned by Company or its Subsidiaries and located in Sleaford, England, in each case, so long as the Net Asset Sale is, to the extent applicable, Proceeds resulting therefrom are applied to the repayment of prepay the Loans and other Obligations and/or reduce permanently the Revolving Loan Commitment Amount in an amount equal to the extent required under subsection 2.4B(iii)(a) and (z) the fair market value of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000such proceeds.

Sales and Lease-Backs. Borrower Except as set forth on Schedule 6.10, no Credit Party shall, nor shall not, and shall not it permit any of 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, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (ia) which Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or to transfer to any other Person (other than Borrower or any of its Restricted Subsidiaries) ), or (iib) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Borrower or any of its Restricted Subsidiaries such Credit Party to any Person (other than Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided that , unless (a) the Borrower shall be in compliance, on a pro forma basis after giving effect to the consummation of the Sale and Leaseback Transaction and the application of the proceeds thereof, with the Leverage Ratio set forth in subsection 6.7, recomputed as at the last day of the most recently ended Fiscal Quarter of the Borrower for which the relevant information is available as if such Sale and Leaseback Transaction had been consummated on the first day of the relevant period for testing such compliance (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and delivered to the extent that Administrative Agent (xwhich shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such Sale and Leaseback Transaction), (b) the lease entered into by the Borrower or any of its Restricted Subsidiaries would in connection with such Sale and Leaseback Transaction is either (i) a Capital Lease or (ii) a lease the payments under which will be permitted treated as an operating expense for purposes of determining Consolidated Adjusted EBITDA and (c) an amount equal to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, to the extent applicable, applied to the repayment 100% of the Loans Net Cash Proceeds of such Sale and other Obligations to the extent required under subsection 2.4B(iii)(a) and (z) the fair market value of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000Leaseback Transaction is applied in accordance with Section 2.14(a).

Sales and Lease-Backs. Borrower Company shall not, and shall not permit any of 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, whether an Operating Lease or a Capital Lease, of any property (whether 109 real, personal or mixed), whether now owned or hereafter acquired, (i) which Borrower Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Borrower Company or any of its Restricted Subsidiaries) or (ii) which Borrower Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Borrower Company or any of its Restricted Subsidiaries to any Person (other than Borrower Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Borrower Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (xi) Borrower such lease, if a Capital Lease, is permitted pursuant to subsection 7.1(iii), (ii) the consideration received is at least equal to the fair market value of the property sold as determined in good faith by Company's Board of Directors, (iii) to the extent such sale and lease-back transaction relates to properties or assets acquired by Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable underafter the Closing Date, such sale and lease-back transaction occurs within 270 days of the acquisition or completion of construction, and sell improvement or remodeling, as the case may be, of such assetproperty or asset by Company or any of its Restricted Subsidiaries, under subsections 7.1 and 7.7provided that for purposes of this subsection, the Sprint Stores with a sale/leaseback value of up to $9,000,000 will be deemed to have been acquired on the Effective Date, (yiv) any proceeds of any related the Net Asset Sale isProceeds received for all such sold properties or assets under clause (ii) of subsection 2.4B(iii)(a) does not exceed $40,000,000 in the aggregate, to (v) the extent applicable, Net Asset Sale Proceeds received in any Fiscal Year for all such sold properties or assets under clause (ii) of subsection 2.4B(iii)(a) does not exceed $15,000,000 and (vi) the Net Asset Sale Proceeds derived from the sale/leaseback of such sold properties or assets owned by the Company and its Restricted Subsidiaries shall be applied to the repayment of the prepay Loans and other Obligations and/or reduce commitments to the extent required under by subsection 2.4B(iii)(a) and (z) the fair market value of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000).

Sales and Lease-Backs. Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall not they permit any of its Restricted their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which such Borrower or any of its Restricted Subsidiaries Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Borrower Agent or any of its Restricted Subsidiaries) or and (iib) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other the property which has been or is to be sold or transferred by such Borrower or any of its Restricted Subsidiaries Subsidiary to any Person (other than the Borrower Agent or any of its Restricted Subsidiaries) in connection with such leaselease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted so long as such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m) or (B)(1) made for cash consideration, (2) the Borrower and Agent or its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower or any of its Restricted Subsidiaries applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, to the extent applicable, applied to the repayment of the Loans and other Obligations to the extent required under subsection 2.4B(iii)(a) applicable underlying lease and (z3) the aggregate fair market value of all the assets sold subject to all Sale and thereafter subjected to leases described above does Lease-Back Transactions under this clause (B) shall not exceed the greater of $50,000,000.15,000,000 and 0.50% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01; provided, further, that the Net Proceeds of a sale or disposition of Term Loan First Lien Collateral pursuant to this Section 6.10 shall be held in a Term Proceeds Account pending application by the Borrower Agent and/or any of its Subsidiaries for a purpose not prohibited by this Agreement if any Default or Event of Default then exists;

Sales and Lease-Backs. Borrower Company shall not, and shall not permit any of 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, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which Borrower that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Borrower Company or any of its Restricted Subsidiaries) or (ii) which Borrower that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which that has been or is to be sold or transferred by Borrower Company or any of its Restricted Subsidiaries to any Person (other than Borrower Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Borrower (a) Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted by subsection 7.1, assuming the sale and lease-back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale and (b) so long as no Event of Default has occurred and is continuing or shall be caused thereby, Company or any of its Restricted Subsidiaries may sell and sell such assetbecome and remain liable as lessee with respect to a lease for (x) Company’s headquarters located at 0000 Xxxxxxxxx Xxxxx, under subsections 7.1 Xxxxxxx Xxxxx, Xxxxxxxx and 7.7, (y) any proceeds of any related real property owned by Company or its Restricted Subsidiaries and located in Sleaford, England, in each case, so long as the Net Asset Sale is, to the extent applicable, Proceeds resulting therefrom are applied to the repayment of prepay the Loans and other Obligations and/or reduce permanently the Revolving Loan Commitment Amount in an amount equal to the extent required under subsection 2.4B(iii)(a) and (z) the fair market value of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000such proceeds.

Sales and Lease-Backs. Borrower Company shall not, and shall not permit any of 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, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which Borrower that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Borrower Company or any of its Restricted Subsidiaries) or (ii) which Borrower that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which that has been or is to be sold or transferred by Borrower Company or any of its Restricted Subsidiaries to any Person (other than Borrower Company or any of its Restricted Subsidiaries) in connection with such lease; provided PROVIDED that Borrower (a) Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, lease to the extent applicablethat the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale and (b) so long as no Event of Default has occurred and is continuing or shall be caused thereby, Florists' Transworld Delivery, Inc. may sell, and become and remain liable as lessee with respect to a lease for, its headquarters located at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxx, so long as the Net Asset Sale Proceeds resulting therefrom are applied to the repayment of prepay the Loans and other Obligations and/or reduce permanently the Revolving Loan Commitment Amount in an amount equal to the extent required under subsection 2.4B(iii)(a) and (z) the fair market value of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000such proceeds.

Sales and Lease-Backs. Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall not they permit any of its Restricted their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which such Borrower or any of its Restricted Subsidiaries Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Borrower Agent or any of its Restricted Subsidiaries) or and (iib) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other the property which has been or is to be sold or transferred by such Borrower or any of its Restricted Subsidiaries Subsidiary to any Person (other than the Borrower Agent or any of its Restricted Subsidiaries) in connection with such leaselease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted so long as (i) such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m) or (B)(1) made for cash consideration, (2) the Borrower and Agent or its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower or any of its Restricted Subsidiaries applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, to the extent applicable, applied to the repayment of the Loans and other Obligations to the extent required under subsection 2.4B(iii)(a) applicable underlying lease and (z3) the aggregate fair market value of all the assets sold subject to all Sale and thereafter subjected to leases described above does Lease-Back Transactions under this clause (B) shall not exceed the greater of $50,000,00015,000,000 and 0.50% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01 and (ii) solely in connection with Specified Locations, the Borrowers shall have used commercially reasonable efforts to deliver to the Administrative Agent a Collateral Access Agreement from the purchaser or transferee on terms and conditions reasonably satisfactory to the Administrative Agent.

Sales and Lease-Backs. Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall not they permit any of its Restricted their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which such Borrower or any of its Restricted Subsidiaries Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Borrower Agent or any of its Restricted Subsidiaries) or and (iib) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other the property which has been or is to be sold or transferred by such Borrower or any of its Restricted Subsidiaries Subsidiary to any Person (other than the Borrower Agent or any of its Restricted Subsidiaries) in connection with such leaselease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be permitted so long as such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m) or (B)(1) made for cash consideration, (2) the Borrower and Agent or its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower or any of its Restricted Subsidiaries applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, to the extent applicable, applied to the repayment of the Loans and other Obligations to the extent required under subsection 2.4B(iii)(a) applicable underlying lease and (z3) the aggregate fair market value of all the assets sold subject to all Sale and thereafter subjected to leases described above does Lease-Back Transactions under this clause (B) shall not exceed the greater of $50,000,000.35,000,000 and 1.00% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01; provided, further, that the Net Proceeds of a sale or disposition of Term Loan First Lien Collateral pursuant to this Section 6.10 shall be held in a Term Proceeds Account pending application by the Borrower Agent and/or any of its Subsidiaries for a purpose not prohibited by this Agreement if any Default or Event of Default then exists;

Sales and Lease-Backs. Borrower Except for leases described on Schedule 6.1(i), no Credit Party shall, nor shall not, and shall not it permit any of 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, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (ia) which Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or to transfer to any other Person (other than Borrower Holdings or any of its Restricted Subsidiaries) ), or (iib) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Borrower or any of its Restricted Subsidiaries such Credit Party to any Person (other than Borrower Holdings or any of its Restricted Subsidiaries) in connection with such lease; provided lease (it being acknowledged that Borrower equipment and other personal property first acquired in the ordinary course of business of Company and its Restricted Subsidiaries in connection with, and not more than 180 days prior to the commencement of, a Capital Lease or operating lease otherwise permitted by this EXECUTION 110 Agreement is not considered a sale and lease-back governed by this Section 6.11 or an Asset Sale); provided, that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower the applicable lessee, guarantor or any of its Restricted Subsidiaries other surety would not be permitted to enter prohibited under Section 6.1 from entering into, and remain remaining liable under, such lease. The sale and lease back transaction shall be deemed to be (i) the sale of the asset subject to such transaction (and any Net Asset Sale Proceeds arising from such sale shall be subject to application by the Company or its Subsidiaries pursuant to Section 2.14(a)), and sell such asset, under subsections 7.1 and 7.7, (yii) any proceeds the incurrence of Indebtedness in a principal amount equal to the amount of any related Asset Sale is, liability for the lease shown (or required to be shown) on the extent applicable, applied to the repayment consolidated balance sheet of the Loans Company and other Obligations to the extent required under subsection 2.4B(iii)(a) and (z) the fair market value of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000its Subsidiaries in accordance with GAAP.

Sales and Lease-Backs. Borrower Except for leases permitted pursuant to Section 6.1(i), no Credit Party shall, nor shall not, and shall not it permit any of 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, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (ia) which Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or to transfer to any other Person (other than Borrower Holdings or any of its Restricted Subsidiaries) ), or (iib) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Borrower or any of its Restricted Subsidiaries such Credit Party to any Person (other than Borrower Holdings or any of its Restricted Subsidiaries) in connection with such lease; provided lease (it being acknowledged that Borrower equipment and other personal property first acquired in the ordinary course of business of Company and its Restricted Subsidiaries in connection with, and not more than 180 days prior to the commencement of, a Capital Lease or operating lease otherwise permitted by this Agreement is not considered a sale and lease-back governed by this Section 6.11 or an Asset Sale); provided, that Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower the applicable lessee, guarantor or any of its Restricted Subsidiaries other surety would not be permitted to enter prohibited under Section 6.1 from entering into, and remain remaining liable under, such lease. The sale and lease back transaction shall be deemed to be (i) the sale of the asset subject to such transaction (and any Net Asset Sale Proceeds arising from such sale shall be subject to application by the Company or its Subsidiaries pursuant to Section 2.11(a)), and sell such asset, under subsections 7.1 and 7.7, (yii) any proceeds the incurrence of Indebtedness in a principal amount equal to the amount of any related Asset Sale is, liability for the lease shown (or required to be shown) on the extent applicable, applied to the repayment consolidated balance sheet of the Loans Company and other Obligations to the extent required under subsection 2.4B(iii)(a) and (z) the fair market value of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000its Subsidiaries in accordance with GAAP.

Sales and Lease-Backs. Borrower The Borrowers shall not, and nor shall not they permit any of its Restricted their respective Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which any Borrower or any of its Restricted Subsidiaries such Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than Borrower the Borrowers or any of its Restricted their respective Subsidiaries) or and (iib) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other the property which has been or is to be sold or transferred by any Borrower or any of its Restricted Subsidiaries Subsidiary to any Person (other than Borrower the Borrowers or any of its Restricted their respective Subsidiaries) in connection with such leaselease (such a transaction described herein, a “Sale and 117 Lease-Back Transaction”); provided that Borrower any Sale and its Restricted Subsidiaries may become Lease-Back Transaction shall be permitted so long as such Sale and remain liable as lesseeLease-Back Transaction is either (A) permitted by Section 6.01(l) (or which otherwise constitutes a Capital Lease or purchase money Indebtedness permitted by Section 6.01), guarantor (B) existing on the Closing Date and described on Schedule 6.08 hereto or other surety with respect to any such lease if and to (C)(1) made solely for Cash consideration, (2) the extent that (x) Borrower Borrowers or any of its Restricted their applicable Subsidiaries would otherwise be permitted to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, to the extent applicable, applied to the repayment of the Loans and other Obligations to the extent required under subsection 2.4B(iii)(a) applicable underlying lease and (z3) the aggregate fair market value of all the assets sold subject to all Sale and thereafter subjected to leases described above does Lease-Back Transactions under this clause (C) shall not exceed the greater of $50,000,0006,000,000 and 0.42% of Consolidated Total Assets of the Borrowers determined at the time of consummating such Sale and Lease-Back Transaction (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(b) or (c), as applicable. For purposes of determining compliance at any time with this Section 6.08, the Borrowers, in their sole discretion, from time to time, may classify or reclassify such transaction or item (or portion thereof) in accordance with Section 1.03.

Sales and Lease-Backs. Borrower Company shall not, and shall not permit any of 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, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which Borrower Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Borrower Company or any of its Restricted Subsidiaries) or (ii) which Borrower Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Borrower Company or any of its Restricted Subsidiaries to any Person (other than Borrower Company or any of its Restricted Subsidiaries) in connection with such lease; provided PROVIDED that Borrower Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (xi) Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease, and sell such assetif a Capital Lease, under subsections 7.1 and 7.7is permitted pursuant to subsection 7.1(iii), (yii) any proceeds of any related Asset Sale is, the consideration received is at least equal to the extent applicable, applied to the repayment of the Loans and other Obligations to the extent required under subsection 2.4B(iii)(a) and (z) the fair market value of all the property sold as determined in good faith by Company's Board of Directors; PROVIDED prior consent of the Board of Directors was obtained if such fair market value was determined to be in excess of $1 million and (iii) the Net Asset Sale Proceeds derived from the sale/leaseback of such sold properties or assets sold owned by the Company or its Subsidiaries shall be applied to prepay Loans and/or reduce commitments pursuant to subsection 2.4B(iii)(a) without regard to any reinvestment of such Net Asset Sale Proceeds otherwise permitted under such subsection. o SALE OR DISCOUNT OF RECEIVABLES. Company shall not, and thereafter subjected shall not permit any of its Subsidiaries to, directly or indirectly, sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes or accounts receivable; PROVIDED that Company may discount accounts receivable arising under letters of credit with respect to leases described above deferred customer financing in the ordinary course 143 of business so long as the aggregate amount of such discount does not exceed $50,000,0002 million in any Fiscal Year.

Sales and Lease-Backs. Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall not they permit any of its Restricted their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which such Borrower or any of its Restricted Subsidiaries Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Borrower Agent or any of its Restricted Subsidiaries) or and (iib) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other the property which has been or is to be sold or transferred by such Borrower or any of its Restricted Subsidiaries Subsidiary to any Person (other than the Borrower Agent or any of its Restricted Subsidiaries) in connection with such leaselease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that Borrower Sale and its Restricted Subsidiaries may become Lease-Back Transactions shall be permitted in respect of the real properties owned by the Borrowers and/or the Subsidiary Guarantors and remain liable located at (i) 00 Xxxxxxxxx Xxxxx, Xxxxxxx, New York, (ii) 0000 Xxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxx Xxxxxx, XX 00000 and (iii) 2800 Purple Sage Road NW, Village of Los Lunas, New Mexico, in each case, so long as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower or any 50% of its Restricted Subsidiaries would be permitted the net proceeds received by the Borrowers and/or the Subsidiary Guarantors in connection with such Sale and Lease-Back Transactions are used to enter into, promptly (but in no event later than five (5) Business Days after the Third Amendment Effective Date) prepay the Term Loans and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any 50% of such net proceeds of any related Asset Sale is, are used to promptly (but in no event later than three (3) Business Days after the extent applicable, applied to Third Amendment Effective Date) prepay the repayment of loans outstanding under the Loans and other Obligations to the extent required under subsection 2.4B(iii)(a) and (z) the fair market value of all assets sold and thereafter subjected to leases described above does not exceed $50,000,000ABL Credit Agreement.”

Sales and Lease-Backs. Borrower Holdings shall not, and shall not permit any of 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, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which Borrower that Holdings or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Borrower the Company or any of its Restricted Subsidiaries) or (ii) which Borrower that Holdings or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property which that has been or is to be sold or transferred by Borrower Holdings or any of its Restricted Subsidiaries to any Person (other than Borrower the Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Borrower the Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that (x) Borrower the Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain 122 CREDIT AGREEMENT liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, lease to the extent applicablethat the transaction would be permitted under subsection 7.1, applied assuming that the sale and lease back transaction constituted Indebtedness in a principal amount equal to the repayment gross proceeds of the Loans sale; and other Obligations to provided further, that all amounts owing under any such lease shall constitute Indebtedness for the extent required under subsection 2.4B(iii)(a) purpose of calculating compliance with the covenants set forth in this Section 7; and (z) provided further, that the aggregate amount of the fair market value of all assets properties sold and thereafter subjected to leases described above does or transferred under this subsection 7.5 during the term of this Agreement shall not exceed $50,000,000.

Sales and Lease-Backs. The Borrower shall not, and nor shall not it permit any of 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, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which the Borrower or any of its Restricted Subsidiaries such Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Borrower or any of its Restricted Subsidiaries) or and (iib) which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other the property which has been or is to be sold or transferred by the Borrower or any of its Restricted Subsidiaries Subsidiary to any Person (other than the Borrower or any of its Restricted Subsidiaries) in connection with such leaselease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that Borrower any Sale and its Restricted Subsidiaries may become Lease-Back Transaction shall be permitted so long as such Sale and remain liable as lesseeLease-Back Transaction is either (A) permitted by Section 6.01(l) (or which otherwise constitutes a Capital Lease or purchase money Indebtedness permitted by Section 6.01), guarantor (B) described on Schedule 6.08 hereto or other surety with respect to any such lease if and to (C)(1) made for Cash consideration, (2) the extent that (x) Borrower or any of its Restricted Subsidiaries applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, such lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, to the extent applicable, applied to the repayment of the Loans and other Obligations to the extent required under subsection 2.4B(iii)(a) applicable underlying lease and (z3) the aggregate fair market value of all the assets sold subject to all Sale and thereafter subjected to leases described above does Lease-Back Transactions under this clause (C) shall not exceed the greater of $50,000,00040,000,000 and 4.0% of Consolidated Total Assets of the Borrower as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable; provided further that the Net Proceeds of a sale or disposition of Term Loan Priority Collateral pursuant to this Section 6.08 shall be held in a Term Proceeds Account pending application by the Borrower and/or any of its Subsidiaries for a purpose not prohibited by this Agreement if any Default or Event of Default then exists.