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

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Principal Property which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a "Sale and Leaseback Transaction") unless (i) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a) through (i), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, of not more than three years; (iii) the lease is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from the date of acquisition of the Principal Property subject thereto or the date of completion

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Principal Property which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a "Sale and Leaseback Transaction") unless (i) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a) through (i), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, of not more than three years; (iii) the lease is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from the date of acquisition of the Principal Property subject thereto or the date of completioncompletion of construction or commencement of operations, whichever is later; or (v) the Company shall, and in any such case the Company covenants that it will, within 180 days of the effective date of any such arrangement, apply an amount equal to the net sale proceeds from Sale and Leaseback Transactions to (x) repayment, redemption or retirement of Funded Debt of the Company or any Restricted Subsidiary or (y) investment in another Principal Property. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, effect any Sale and

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will shall not, nor will it and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person subsequent to the date of this First Supplemental Indenture with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless (i) the terms of such sale or transfer have been determined by the Company to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or such any Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a1) through (i), inclusive, of Section 9.5, in apply an amount equal to the Net Proceeds of such sale or exceeding transfer of such Operating Property at the net time of such sale proceeds from or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or Funded Debt of such Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not apply to (i) any Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, term of not more than three years; years including renewals, (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the date such property was acquired (as the term “acquired” is used in the definition of Operating Property), or (iii) the lease is any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Wholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement ar- rangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person person with the intention of taking back a lease of such property (herein referred to as a "Sale and Leaseback Transaction") unless the terms of such sale or transfer have been determined by the Company's Board of Directors, in the case of any sale or transfer involving proceeds in excess of $25 million, to be fair and arms'-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to (A) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary, or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties, or (ii) the Company or such Restricted Subsidiary would be entitled entitled, at the effective date of such sale or transfer, to incur Indebtedness secured by a Lien on the Principal such Operating Property to be leased as permitted by clauses (a) through (i), inclusive, of Section 9.5or Operating Assets, in an amount at least equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction Attributable Debt in respect thereof, without equally and ratably securing the Securities; Notes pursuant to Section 10.11. The foregoing restriction will not apply to (iiw) the lease is any Sale and Leaseback Transaction for a term, including any renewal thereof, term of not more than three years; years including renewals, (iiix) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (1) the lease date of issuance of the Notes under this Indenture or (2) the date such Operating Property was acquired (as the term "acquired" is used in the definition of Operating Property), (y) any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such property was acquired and, if applicable, the date such property was first placed in operation, or (z) any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person person with the intention of taking back a lease of such property (herein referred to as a "Sale and Leaseback Transaction") unless the terms of such sale or transfer have been determined by the Company's Board of Directors, in the case of any sale or transfer involving proceeds in excess of $25 million, to be fair and arms'-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to (A) the prepayment or retire- ment (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary, or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties, or (ii) the Company or such Restricted Subsidiary would be entitled entitled, at the effective date of such sale or transfer, to incur Indebtedness secured by a Lien on the Principal such Operating Property to be leased as permitted by clauses (a) through (i), inclusive, of Section 9.5or Operating Assets, in an amount at least equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction Attributable Debt in respect thereof, without equally and ratably securing the Securities; Notes pursuant to Section 10.11. The foregoing restriction will not apply to (iiw) the lease is any Sale and Leaseback Transaction for a term, including any renewal thereof, term of not more than three years; years including renewals, (iiix) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (1) the lease date of issuance of the Notes under this Indenture or (2) the date such Operating Property was acquired (as the term "acquired" is used in the definition of Operating Property), (y) any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such property was acquired and, if applicable, the date such property was first placed in operation, or (z) any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will not, nor and will it not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Property whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which Principal Property property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to any Person with the intention of taking back a lease of such Person property (herein referred to as a "“Sale and Leaseback Transaction") unless ”), unless: (i) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses clause (a2) through or (i7) of Section 4.01(b), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Securities; Notes, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property, or (ii) the lease is for a term, including any renewal thereof, of not more than three years; (iii) the lease is between the Company and a or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 4.01(c), without equally and ratably securing the Notes, to create, incur, issue, assume or between Restricted Subsidiaries; (iv) guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction occurs or (iii) the Company shall apply, within one year from 365 days of the effective date of acquisition any such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property or (y) the fair market value (as determined by the Board of Directors) of such property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Funded Debt or to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility which is, or upon such acquisition, construction or improvement will be, a Principal Property subject thereto or the date of completionProperty.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will shall not, nor will it and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person subsequent to the date of this Second Supplemental Indenture with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless (i) the terms of such sale or transfer have been determined by the Company to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or such any Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a1) through (i), inclusive, of Section 9.5, in apply an amount equal to the Net Proceeds of such sale or exceeding transfer of such Operating Property at the net time of such sale proceeds from or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or Funded Debt of such Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not apply to (i) any Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, term of not more than three years; years including renewals, (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the date such property was acquired (as the term “acquired” is used in the definition of Operating Property), or (iii) the lease is any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Wholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person with the intention of taking back a lease of such property (herein referred to as a "Sale and Leaseback Transaction") unless the terms of such sale or transfer have been determined by the Company's Board of Directors, in the case of any sale or transfer involving proceeds in excess of $25 million, to be fair and arms-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to (A) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties or (ii) the Company or such Restricted Subsidiary would be entitled entitled, at the effective date of such sale or transfer, to incur Indebtedness secured by a Lien on the Principal such Operating Property to be leased as permitted by clauses (a) through (i), inclusive, of Section 9.5or Operating Assets, in an amount at least equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction Attributable Debt in respect thereof, without equally and ratably securing the Securities; Notes pursuant to Section 10.11. The foregoing restriction will not apply to (iiw) the lease is any Sale and Leaseback Transaction for a term, including any renewal thereof, term of not more than three yearsyears including renewals; (iiix) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (1) the lease Issue Date or (2) the date such Operating Property was acquired (as the term "acquired" is used in the definition of Operating Property); (y) any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such property was acquired and, if applicable, the date such property was first placed in operation; or (z) any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will shall not, nor will it and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person subsequent to the date of this Third Supplemental Indenture with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless (i) the terms of such sale or transfer have been determined by the Company to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or such any Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a1) through (i), inclusive, of Section 9.5, in apply an amount equal to the Net Proceeds of such sale or exceeding transfer of such Operating Property at the net time of such sale proceeds from or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or Funded Debt of such Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not apply to (i) any Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, term of not more than three years; years including renewals, (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the date such property was acquired (as the term “acquired” is used in the definition of Operating Property), or (iii) the lease is any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Wholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will shall not, nor will it and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person person subsequent to the date of this Second Supplemental Indenture with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless (i) the terms of such sale or transfer have been determined by the Company to be fair and arm’s length and, within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such any Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a1) through (i), inclusive, of Section 9.5, in apply an amount equal to the Net Proceeds of such sale or exceeding transfer of such Operating Property or Operating Asset at the net time of such sale proceeds from or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or Funded Debt of such Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not apply to (i) any Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, term of not more than three years; years including renewals, (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the date such property was acquired (as the term “acquired” is used in the definition of Operating Property) or any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such property was acquired and, if applicable, the date such property was first placed in operation, or (iii) the lease is any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Wholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will shall not, nor will it and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person subsequent to the date of this Sixth Supplemental Indenture with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless (i) the terms of such sale or transfer have been determined by the Company to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or such any Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a1) through (i), inclusive, of Section 9.5, in apply an amount equal to the Net Proceeds of such sale or exceeding transfer of such Operating Property at the net time of such sale proceeds from or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or Funded Debt of such Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not apply to (i) any Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, term of not more than three years; years including renewals, (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the date such property was acquired (as the term “acquired” is used in the definition of Operating Property), or (iii) the lease is any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Wholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will not, nor and will it not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Property Property, whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years, and except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which Principal Property property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person with the intention of taking back a lease of such property (herein referred to as a "Sale and Leaseback TransactionSALE AND LEASEBACK TRANSACTION") unless (ia) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses clause (a1) through or (i6) of Section 1010(B), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Securities; , to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (iib) the lease is for a term, including any renewal thereof, of not more than three years; (iii) the lease is between the Company and a or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 1010(C), without equally and ratably securing the Securities, to issue, assume or between Restricted Subsidiaries; (iv) guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction occurs or (c) the Company shall apply, within one year from 270 days of the effective date of any such arrangement, an amount equal to the Attributable Debt in respect of such Sale and Leaseback Transaction to the prepayment or retirement (other than any mandatory prepayment or retirement) of indebtedness incurred or assumed by the Company or any Restricted Subsidiary (other than indebtedness owned by the Company or any Restricted Subsidiary) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than twelve months after the date of acquisition the creation of the Principal Property subject thereto or the date of completionsuch indebtedness.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Property which of the Company or any Restricted Subsidiary (whether such Principal Property is now owned or hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted 56 63 Subsidiaries), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a "Sale and Leaseback Transaction") person, unless (ia) the Company or such Restricted Subsidiary would be entitled entitled, pursuant to incur Indebtedness the provisions of Section 1007, to issue, assume or guarantee Debt secured by a Lien on lien upon such property at least equal in amount to the Principal Property to be leased as permitted by clauses Attributable Debt (adefined below) through (i), inclusive, in respect of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction arrangement without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Section 1007 and this Section to be Debt subject to the provisions of Section 1007; or (iib) the lease is for a termCompany shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), including within 90 days of the effective date of any renewal thereofsuch arrangement, of not Debt of the Company or any Restricted Subsidiary (other than Debt owned by the Company or any Restricted Subsidiary and other than Debt of the Company which is subordinated to the Securities) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than three years; (iii) 12 months after the lease is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) creation of such Sale and Leaseback Transaction occurs within one year from the date of acquisition of the Principal Property subject thereto or the date of completionDebt.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will shall not, nor will it and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person person subsequent to the date of this First Supplemental Indenture with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless (i) the terms of such sale or transfer have been determined by the Company to be fair and arm’s length and, within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such any Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a1) through (i), inclusive, of Section 9.5, in apply an amount equal to the Net Proceeds of such sale or exceeding transfer of such Operating Property or Operating Asset at the net time of such sale proceeds from or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or Funded Debt of such Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not apply to (i) any Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, term of not more than three years; years including renewals, (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the date such property was acquired (as the term “acquired” is used in the definition of Operating Property) or any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such property was acquired and, if applicable, the date such property was first placed in operation, or (iii) the lease is any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Wholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that Except as provided in Section 4.06, none of the Company will notIssuers shall, nor will it and none of the Issuers shall permit any <PAGE> 41 Restricted Subsidiary to, after the date hereof, enter into any arrangement with any Person providing for the leasing to the Company by any such Issuer or any Restricted Subsidiary of any Principal Property now owned or hereafter acquired which Principal Property has been or is to be sold or transferred by the Company such Issuer or such Restricted Subsidiary to such Person with the intention of taking back a lease of such Principal Property (herein referred to as a "Sale and Leaseback Transaction") ), unless the net proceeds of such sale or transfer have been determined by the Board of Directors to be at least equal to the fair market value of such Principal Property or asset at the time of such sale and transfer and either (i) the Company such Issuer or such Restricted Subsidiary would applies or causes to be entitled applied an amount equal to incur the net proceeds of such sale or transfer, within 180 days of receipt thereof, to the retirement or prepayment (other than any mandatory retirement or prepayment, except mandatory retirements or prepayments required as a result of such Sale and Leaseback Transaction) of Funded Debt of any Issuer or any Restricted Subsidiary ranking senior to or pari passu with the Securities or to the purchase, construction or development of property or assets to be used in the ordinary course of business, or (ii) such Issuer or Restricted Subsidiary would, on the effective date of such sale or transfer, be entitled, pursuant to this Indenture, to issue, assume or guarantee Indebtedness secured by a Lien on upon such Principal Property, at least equal in amount to the Principal Property to be leased as permitted by clauses (a) through (i), inclusive, Attributable Debt in respect of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Securities; . The foregoing restriction shall not apply to any Sale and Leaseback Transaction (iii) the lease is for a term, including between any renewal thereof, of not more than three years; (iii) the lease is between the Company Issuer and a Restricted Subsidiary or between Restricted Subsidiaries; Subsidiaries or Issuers, provided that the lessor shall be an Issuer or a Wholly Owned Restricted Subsidiary, (ii) which has a lease of less than three years in length, (iii) entered into within 180 days after the later of the purchase, construction of development of such Principal Property or assets, or the commencement of operation of such Principal Property or (iv) such Sale and Leaseback Transaction occurs within one year from involving the date distribution warehouse of acquisition of the Principal Property subject thereto or the date of completionXxxxx Apparel Group, Inc. at South Xxxx, Xxxxxxxx.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless the terms of such sale or transfer have been determined by the Company’s Board of Directors, in the case of any sale or transfer involving proceeds in excess of $25 million, to be fair and arms’-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to (A) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties or (ii) the Company or such Restricted Subsidiary would be entitled entitled, at the effective date of such sale or transfer, to incur Indebtedness secured by a Lien on the Principal such Operating Property to be leased as permitted by clauses (a) through (i), inclusive, of Section 9.5or Operating Assets, in an amount at least equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction Attributable Debt in respect thereof, without equally and ratably securing the Securities; Notes pursuant to Section 10.11. The foregoing restriction will not apply to (iiw) the lease is any Sale and Leaseback Transaction for a term, including any renewal thereof, term of not more than three yearsyears including renewals; (iiix) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (1) the lease Issue Date or (2) the date such Operating Property was acquired (as the term “acquired” is used in the definition of Operating Property); (y) any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such property was acquired and, if applicable, the date such property was first placed in operation; or (z) any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will not, nor and will it not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Property Property, whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which Principal Property property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to any Person with the intention of taking back a lease of such Person property (herein referred to as a "“Sale and Leaseback Transaction"”) unless unless: (i) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses clause (a1) through or (i6) of Section 4.01(b), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Securities; , to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property, or (ii) the lease is for a term, including any renewal thereof, of not more than three years; (iii) the lease is between the Company and a or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 4.01(c), without equally and ratably securing the Securities, to create, incur, issue, assume or between Restricted Subsidiaries; (iv) guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction occurs or (iii) the Company shall apply, within one year from 365 days of the effective date of acquisition any such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property or (y) the fair market value (as determined by the Board of Directors) of such property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Funded Debt or to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility which is, or upon such acquisition, construction or improvement will be, a Principal Property subject thereto or the date of completionProperty.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will shall not, nor will it and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person subsequent to the date of this Fifth Supplemental Indenture with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless (i) the terms of such sale or transfer have been determined by the Company to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or such any Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a1) through (i), inclusive, of Section 9.5, in apply an amount equal to the Net Proceeds of such sale or exceeding transfer of such Operating Property at the net time of such sale proceeds from or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or Funded Debt of such Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not apply to (i) any Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, term of not more than three years; years including renewals, (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the date such property was acquired (as the term “acquired” is used in the definition of Operating Property), or (iii) the lease is any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Wholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will not, nor and will it not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Property whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which Principal Property property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to any Person with the intention of taking back a lease of such Person property (herein referred to as a "“Sale and Leaseback Transaction") unless ”), unless: (i) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses clause (a2) through or (i7) of Section 4.01(b), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Securities; , to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property, or (ii) the lease is for a term, including any renewal thereof, of not more than three years; (iii) the lease is between the Company and a or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 4.01(c), without equally and ratably securing the Securities, to create, incur, issue, assume or between Restricted Subsidiaries; (iv) guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction occurs or (iii) the Company shall apply, within one year from 365 days of the effective date of acquisition any such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property or (y) the fair market value (as determined by the Board of Directors) of such property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Funded Debt or to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility which is, or upon such acquisition, construction or improvement will be, a Principal Property subject thereto or the date of completionProperty.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person person with the intention of taking back a lease of such property (herein referred to as a "Sale and Leaseback Transaction") unless the terms of such sale or transfer have been determined by the Company's Board of Directors, in the case of any sale or transfer involving proceeds in excess of $25 million, to be fair and arms'-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to (A) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary, or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties, or (ii) the Company or such Restricted Subsidiary would be entitled entitled, at the effective date of such sale or transfer, to incur Indebtedness secured by a Lien on the Principal such Operating Property to be leased as permitted by clauses (a) through (i), inclusive, of Section 9.5or Operating Assets, in an amount at least equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction Attributable Debt in respect thereof, without equally and ratably securing the Securities; Notes pursuant to Section 10.11. The foregoing restriction will not apply to (iiw) the lease is any Sale and Leaseback Transaction for a term, including any renewal thereof, term of not more than three years; years including renewals, (iiix) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (1) the lease date of issuance of the Notes under this Indenture or (2) the date such Operating Property was acquired (as the term "acquired" is used in the definition of Operating Property), (y) any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such property was acquired and, if applicable, the date such property was first placed in operation, or (z) any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person person with the intention of taking back a lease of such property (herein referred to as a "Sale and Leaseback -72- Transaction") unless the terms of such sale or transfer have been determined by the Company's Board of Directors to be fair and arms'-length and (i) within 180 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary or (ii) the Company or such Restricted Subsidiary would be entitled entitled, at the effective date of such sale or transfer, to incur Indebtedness secured by a Lien on the Principal such Operating Property to be leased as permitted by clauses (a) through (i), inclusive, of Section 9.5or Operating Assets, in an amount at least equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction Attributable Debt in respect thereof, without equally and ratably securing the Securities; Notes pursuant to Section 10.12. The foregoing restriction will not apply to (iiw) the lease is any Sale and Leaseback Transaction for a term, including any renewal thereof, term of not more than three years; years including renewals, (iiix) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the latest of (1) the lease date of issuance of the Notes under the Indenture or (2) the date such Operating Property was acquired (as the term "acquired" is used in the definition of Operating Property), (y) any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the latter of the date such property was acquired and, if applicable, the date such property was first placed in operation, or (z) any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona wholly-owned Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will shall not, nor will it and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person person subsequent to the date of this Fourth Supplemental Indenture with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless (i) the terms of such sale or transfer have been determined by the Company to be fair and arm’s length and, within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such any Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a1) through (i), inclusive, of Section 9.5, in apply an amount equal to the Net Proceeds of such sale or exceeding transfer of such Operating Property at the net time of such sale proceeds from or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or Funded Debt of such Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not apply to (i) any Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, term of not more than three years; years including renewals, (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the date such property was acquired (as the term “acquired” is used in the definition of Operating Property), or (iii) the lease is any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Wholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will shall not, nor will it and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person person subsequent to the date of this Third Supplemental Indenture with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless (i) the terms of such sale or transfer have been determined by the Company to be fair and arm’s length and, within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such any Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a1) through (i), inclusive, of Section 9.5, in apply an amount equal to the Net Proceeds of such sale or exceeding transfer of such Operating Property at the net time of such sale proceeds from or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or Funded Debt of such Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not apply to (i) any Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, term of not more than three years; years including renewals, (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the date such property was acquired (as the term “acquired” is used in the definition of Operating Property), or (iii) the lease is any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Wholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that Except as otherwise provided herein or pursuant hereto, the Company will not, nor and will it not permit any Restricted Designated Subsidiary to, enter into any arrangement (except for temporary leases for a term of not more than three years, or except for sale or transfer and leaseback transactions involving the acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer by the Company or such Designated Subsidiary for the property so sold or transferred shall be applied as described in subsection (ii) below) with any Person bank, insurance company or other lender or investor, or to which any such lender or investor is party, providing for the leasing to the Company or any Restricted Designated Subsidiary of any Principal Property which Principal Property has been or is to be sold or transferred by the Company or such Restricted any Designated Subsidiary to such lender or investor or to any Person (herein referred to as a "Sale and Leaseback Transaction") whom funds have been or are to be advanced by such lender or investor on the security of such property unless either (i) the Company or such Restricted any Designated Subsidiary would be entitled to incur could create Indebtedness secured by a Lien under the provisions related to restrictions on Liens on the Principal Property property to be leased as permitted by clauses (a) through (i), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Securities; Notes, or (ii) the lease is for Company and the Designated Subsidiaries within the 12 months preceding such sale or transfer or the 12 months following such sale or transfer, regardless of whether such sale or transfer may have been made by the Company or by a termDesignated Subsidiary, including any renewal thereof, have applied or apply an aggregate amount equal to the greater of not (a) the net proceeds of the sale of the property leased pursuant to such arrangement or (b) the fair value of the property so leased at the time of entering into such arrangement: (1) to the voluntary retirement of Indebtedness of the Company or of a Designated Subsidiary which debt matures by its terms more than three years; (iii) the lease is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from after the date on which it was originally incurred; or (2) to the acquisition, development or improvement of acquisition of the a Principal Property subject thereto or the date of completionPrincipal Properties. PART THREE

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will shall not, nor will it and shall not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person subsequent to the date of this Fourth Supplemental Indenture with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless (i) the terms of such sale or transfer have been determined by the Company to be fair and arm’s length and, no later than 180 days after the receipt of the proceeds of such sale or transfer, the Company or such any Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a1) through (i), inclusive, of Section 9.5, in apply an amount equal to the Net Proceeds of such sale or exceeding transfer of such Operating Property at the net time of such sale proceeds from or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or Funded Debt of such Restricted Subsidiary or (2) reinvest the Net Proceeds of such sale or transfer in assets used or useful for the Company’s and its Restricted Subsidiaries’ business. The foregoing restriction shall not apply to (i) any Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, term of not more than three years; years including renewals, (ii) any Sale and Leaseback Transaction with respect to Operating Property if a binding commitment with respect thereto is entered into within three years after the date such property was acquired (as the term “acquired” is used in the definition of Operating Property), or (iii) the lease is any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Wholly Owned Restricted Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Indenture will provide that Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to by the Company or any Restricted Subsidiary of any Principal Operating Property which Principal Property or Operating Asset that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person with the intention of taking back a lease of such property (herein referred to as a "“Sale and Leaseback Transaction"”) unless the terms of such sale or transfer have been determined by the Company’s Board of Directors, in the case of any sale or transfer involving proceeds in excess of $25 million, to be fair and arms’-length and (i) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or any Subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to (A) the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the Company or a Subsidiary, or (B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties, or (ii) the Company or such Restricted Subsidiary would be entitled entitled, at the effective date of such sale or transfer, to incur Indebtedness secured by a Lien on the Principal such Operating Property to be leased as permitted by clauses (a) through (i), inclusive, of Section 9.5or Operating Assets, in an amount at least equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction Attributable Debt in respect thereof, without equally and ratably securing the Securities; Notes pursuant to Section 10.11. The foregoing restriction will not apply to (iiw) the lease is any Sale and Leaseback Transaction for a term, including any renewal thereof, term of not more than three years; years including renewals, (iiix) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (1) the lease date of issuance of the Notes under this Indenture or (2) the date such Operating Property was acquired (as the term “acquired” is used in the definition of Operating Property), (y) any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such property was acquired and, if applicable, the date such property was first placed in operation, or (z) any Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from Subsidiaries provided that the date of acquisition of lessor shall be the Principal Property subject thereto Company or the date of completiona Subsidiary.