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

Restrictions on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing 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 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 TRANSACTION") unless (a) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of Section 1010(B), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (b) the Company 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 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 or (c) the Company shall apply, within 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 the creation of such indebtedness.

Restrictions on Sale and Leaseback Transactions. The Company will notUnless otherwise provided for a particular Series of Securities in a Board Resolution, a supplemental indenture or an Officers' Certificate, except as provided in Section 4.06, none of the Issuers shall, and will not none of the Issuers shall permit any Restricted Subsidiary to, after the date hereof, enter into any arrangement with any Person providing for the leasing by the Company any such Issuer or any Restricted Subsidiary of any Principal Property, whether Property 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 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 property Principal Property (herein referred to as a "SALE AND LEASEBACK TRANSACTIONSale and Leaseback Transaction") ), unless (a) the Company 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 Restricted Subsidiary would (Principal Property or asset at the time of entering into such arrangementsale and transfer and either (i) such Issuer or Restricted Subsidiary applies or causes to be entitled applied an amount equal to the net proceeds of such sale or transfer, within 180 days of receipt thereof, to the retirement or prepayment (other than any mandatory retirement or prepayment, except mandatory retirements or prepayments required as a result of such Sale and Leaseback Transaction) 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 clause (1) or (6) of Section 1010(B), without equally and ratably securing the Securitiesthis Indenture, to issue, assume or guarantee indebtedness Indebtedness secured by a mortgage on Lien upon such propertyPrincipal Property, or (b) the Company 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 guarantee indebtedness secured by a mortgage on such property in an amount at least equal in amount to the Attributable Debt in respect of such Sale and Leaseback Transaction or (c) without equally and ratably securing the Company Securities. The foregoing restriction shall apply, within 270 days of the effective date of not apply to 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 i) between any mandatory prepayment or retirement) of indebtedness incurred or assumed by the Company or any Issuer and Restricted Subsidiary (other than indebtedness owned by or between Restricted Subsidiaries or Issuers, provided that the Company lessor shall be an Issuer or any a Wholly Owned Restricted Subsidiary, (ii) which by its terms matures at or is extendible or renewable at the option has a lease of the obligor to a date more less than twelve months after the date of the creation of such indebtedness.three years in length,

Restrictions on Sale and Leaseback Transactions. The Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, whether now owned Operating Property 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 property 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 TRANSACTIONSale 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 (ai) within 180 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted any Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of Section 1010(B), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (b) the Company 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 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 or (c) the Company shall apply, within 270 days of the effective date of any such arrangement, applies an amount equal to the Attributable Debt in respect greater of the net proceeds of such Sale and Leaseback Transaction 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 indebtedness incurred or assumed by Senior Funded Debt of the Company or any Restricted a Subsidiary or (other than indebtedness owned by ii) the Company or any Restricted Subsidiary) which by its terms matures at or is extendible or renewable such Subsidiary would be entitled, at the option effective date of such sale or transfer, to incur Indebtedness secured by a Lien on such Operating Property or Operating Assets, in an amount at least equal to the obligor Attributable Debt in respect thereof, without equally and ratably securing the Notes pursuant to Section 10.12. The foregoing restriction will not apply to (w) any Sale and Leaseback Transaction for a date term of not more than twelve months three years including renewals, (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the latest of (1) the date of issuance of the creation 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 indebtednessproperty 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 Subsidiary or between Subsidiaries provided that the lessor shall be the Company or a wholly-owned Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing 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, years and except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such any Person with the intention of taking back a lease of such property (herein referred to as a "SALE AND LEASEBACK TRANSACTION") unless “Sale and Leaseback Transaction”), unless: (ai) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (12) or (67) of Section 1010(B4.01(b), without equally and ratably securing the Securities, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property, or (bii) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 1010(C4.01(c), without equally and ratably securing the Securities, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction or (ciii) the Company shall apply, within 270 365 days of the effective date of any such arrangement, an amount equal to not less than the Attributable Debt in respect greater of (x) the net proceeds of the sale of such Sale and Leaseback Transaction 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 indebtedness incurred Funded Debt or assumed by to the Company acquisition, construction or any Restricted Subsidiary (other than indebtedness owned by the Company improvement of a manufacturing plant or any Restricted Subsidiary) manufacturing facility which by its terms matures at is, or is extendible upon such acquisition, construction or renewable at the option of the obligor to improvement will be, a date more than twelve months after the date of the creation of such indebtednessPrincipal Property.

Restrictions on Sale and Leaseback Transactions. The Company will notExcept as provided in Section 4.06, none of the Issuers shall, and will not 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 by the Company any such Issuer or any Restricted Subsidiary of any Principal Property, whether Property 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 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 property Principal Property (herein referred to as a "SALE AND LEASEBACK TRANSACTIONSale and Leaseback Transaction") ), unless (a) the Company 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 Restricted Subsidiary would (Principal Property or asset at the time of entering into such arrangementsale and transfer and either (i) such Issuer or Restricted Subsidiary applies or causes to be entitled applied an amount equal to the net proceeds of such sale or transfer, within 180 days of receipt thereof, to the retirement or prepayment (other than any mandatory retirement or prepayment, except mandatory retirements or prepayments required as a result of such Sale and Leaseback Transaction) 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 clause (1) or (6) of Section 1010(B), without equally and ratably securing the Securitiesthis Indenture, to issue, assume or guarantee indebtedness Indebtedness secured by a mortgage on Lien upon such propertyPrincipal Property, or (b) the Company 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 guarantee indebtedness secured by a mortgage on such property in an amount at least equal in amount to the Attributable Debt in respect of such Sale and Leaseback Transaction or (c) without equally and ratably securing the Company Securities. The foregoing restriction shall apply, within 270 days of the effective date of not apply to 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 i) between any mandatory prepayment or retirement) of indebtedness incurred or assumed by the Company or any Issuer and Restricted Subsidiary (other than indebtedness owned by or between Restricted Subsidiaries or Issuers, provided that the Company lessor shall be an Issuer or any a Wholly Owned Restricted Subsidiary, (ii) which by its terms matures at or is extendible or renewable at has a lease of less than three years in length, (iii) entered into within 180 days after the option later of the obligor to a date more than twelve months after the date purchase, construction of the creation development of such indebtednessPrincipal Property or assets, or the commencement of operation of such Principal Property or (iv) involving the distribution warehouse of Xxxxx Apparel Group, Inc. at South Xxxx, Xxxxxxxx.

Restrictions on Sale and Leaseback Transactions. The Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, whether now owned Operating Property 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 property 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 TRANSACTIONSale 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 (ai) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted any Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of Section 1010(B), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (b) the Company 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 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 or (c) the Company shall apply, within 270 days of the effective date of any such arrangement, applies an amount equal to the Attributable Debt in respect greater of the net proceeds of such Sale and Leaseback Transaction 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 indebtedness incurred or assumed by Senior Funded Debt of the Company or any Restricted Subsidiary a Subsidiary, or (other than indebtedness owned by B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties, or (ii) the Company or any Restricted Subsidiary) which by its terms matures at or is extendible or renewable such Subsidiary would be entitled, at the option effective date of such sale or transfer, to incur Indebtedness secured by a Lien on such Operating Property or Operating Assets, in an amount at least equal to the obligor Attributable Debt in respect thereof, without equally and ratably securing the Notes pursuant to Section 10.11. The foregoing restriction will not apply to (w) any Sale and Leaseback Transaction for a date term of not more than twelve months three years including renewals, (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (1) the date of issuance of the creation 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 indebtednessproperty 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 Subsidiary or between Subsidiaries provided that the lessor shall be the Company or a Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, whether now owned Operating Property 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 property 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"“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 (ai) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted any Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of Section 1010(B), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (b) the Company 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 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 or (c) the Company shall apply, within 270 days of the effective date of any such arrangement, applies an amount equal to the Attributable Debt in respect greater of the net proceeds of such Sale and Leaseback Transaction 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 indebtedness incurred or assumed by Senior Funded Debt of the Company or any Restricted Subsidiary a Subsidiary, or (other than indebtedness owned by B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties, or (ii) the Company or any Restricted Subsidiary) which by its terms matures at or is extendible or renewable such Subsidiary would be entitled, at the option effective date of such sale or transfer, to incur Indebtedness secured by a Lien on such Operating Property or Operating Assets, in an amount at least equal to the obligor Attributable Debt in respect thereof, without equally and ratably securing the Notes pursuant to Section 10.11. The foregoing restriction will not apply to (w) any Sale and Leaseback Transaction for a date term of not more than twelve months three years including renewals, (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (1) the date of issuance of the creation 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 indebtednessproperty 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 Subsidiary or between Subsidiaries provided that the lessor shall be the Company or a Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, whether now owned Operating Property 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 property 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"“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 (ai) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted any Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of Section 1010(B), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (b) the Company 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 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 or (c) the Company shall apply, within 270 days of the effective date of any such arrangement, applies an amount equal to the Attributable Debt in respect greater of the net proceeds of such Sale and Leaseback Transaction 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 indebtedness incurred or assumed by Senior Funded Debt of the Company or any Restricted a Subsidiary or (other than indebtedness owned by B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties or (ii) the Company or any Restricted Subsidiary) which by its terms matures at or is extendible or renewable such Subsidiary would be entitled, at the option effective date of such sale or transfer, to incur Indebtedness secured by a Lien on such Operating Property or Operating Assets, in an amount at least equal to the Attributable Debt in respect thereof, without equally and ratably securing the Notes pursuant to Section 10.11. The foregoing restriction will not apply to (w) any Sale and Leaseback Transaction for a term of not more than three years including renewals; (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (1) the 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 obligor to a date more than twelve months after such property was acquired and, if applicable, the date of such property was first placed in operation; or (z) any Sale and Leaseback Transaction between the creation of such indebtednessCompany and a Subsidiary or between Subsidiaries provided that the lessor shall be the Company or a Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing 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, years and except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such any Person with the intention of taking back a lease of such property (herein referred to as a "SALE AND LEASEBACK TRANSACTION"“Sale and Leaseback Transaction”) unless unless: (ai) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of Section 1010(B4.01(b), without equally and ratably securing the Securities, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property, or (bii) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 1010(C4.01(c), without equally and ratably securing the Securities, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction or (ciii) the Company shall apply, within 270 365 days of the effective date of any such arrangement, an amount equal to not less than the Attributable Debt in respect greater of (x) the net proceeds of the sale of such Sale and Leaseback Transaction 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 indebtedness incurred Funded Debt or assumed by to the Company acquisition, construction or any Restricted Subsidiary (other than indebtedness owned by the Company improvement of a manufacturing plant or any Restricted Subsidiary) manufacturing facility which by its terms matures at is, or is extendible upon such acquisition, construction or renewable at the option of the obligor to improvement will be, a date more than twelve months after the date of the creation of such indebtednessPrincipal Property.

Restrictions on Sale and Leaseback Transactions. The Without equally and ratably securing the Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes), the Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, whether now owned Operating Property 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 property 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 TRANSACTIONSale 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 (ai) within 365 days after the receipt of the proceeds of such sale or transfer, the Company or such Restricted any Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of Section 1010(B), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (b) the Company 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 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 or (c) the Company shall apply, within 270 days of the effective date of any such arrangement, applies an amount equal to the Attributable Debt in respect greater of the net proceeds of such Sale and Leaseback Transaction 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 indebtedness incurred or assumed by Senior Funded Debt of the Company or any Restricted a Subsidiary or (other than indebtedness owned by B) to the acquisition, construction, development or improvement of Operating Assets or Operating Properties or (ii) the Company or any Restricted Subsidiary) which by its terms matures at or is extendible or renewable such Subsidiary would be entitled, at the option effective date of such sale or transfer, to incur Indebtedness secured by a Lien on such Operating Property or Operating Assets, in an amount at least equal to the Attributable Debt in respect thereof, without equally and ratably securing the Notes pursuant to Section 10.11. The foregoing restriction will not apply to (w) any Sale and Leaseback Transaction for a term of not more than three years including renewals; (x) any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of (1) the 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 obligor to a date more than twelve months after such property was acquired and, if applicable, the date of such property was first placed in operation; or (z) any Sale and Leaseback Transaction between the creation of such indebtednessCompany and a Subsidiary or between Subsidiaries provided that the lessor shall be the Company or a Subsidiary.

Restrictions on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing 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, years and except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such any Person with the intention of taking back a lease of such property (herein referred to as a "SALE AND LEASEBACK TRANSACTION") unless “Sale and Leaseback Transaction”), unless: (ai) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (12) or (67) of Section 1010(B4.01(b), without equally and ratably securing the SecuritiesNotes, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property, or (bii) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 1010(C4.01(c), without equally and ratably securing the SecuritiesNotes, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction or (ciii) the Company shall apply, within 270 365 days of the effective date of any such arrangement, an amount equal to not less than the Attributable Debt in respect greater of (x) the net proceeds of the sale of such Sale and Leaseback Transaction 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 indebtedness incurred Funded Debt or assumed by to the Company acquisition, construction or any Restricted Subsidiary (other than indebtedness owned by the Company improvement of a manufacturing plant or any Restricted Subsidiary) manufacturing facility which by its terms matures at is, or is extendible upon such acquisition, construction or renewable at the option of the obligor to improvement will be, a date more than twelve months after the date of the creation of such indebtednessPrincipal Property.

Restrictions on Sale and Leaseback Transactions. The Company will not, and nor will not it permit any Restricted Subsidiary to, enter into any arrangement with any Person person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned or hereafter acquired acquired) (except for temporary leases for a term, including any renewal thereof, term of not more than three years, years and except for leases between the Company and any Restricted Subsidiary, between any a Restricted Subsidiary and the Company 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 with the intention of taking back a lease of such property (herein referred to as a "SALE AND LEASEBACK TRANSACTION") person, unless (a) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled entitled, pursuant to clause (1) or (6) the provisions of Section 1010(B)1007, to issue, assume or guarantee Debt secured by a lien upon such property at least equal in amount to the Attributable Debt (defined below) in respect of such 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 issue, assume or guarantee indebtedness secured by a mortgage on such property, be Debt subject to the provisions of Section 1007; or (b) the Company 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 guarantee indebtedness secured by a mortgage on such property in shall apply an amount at least in cash equal to the Attributable Debt in respect of such Sale and Leaseback Transaction arrangement to the retirement (other than any mandatory retirement or (c) the Company shall applyby way of payment at maturity), within 270 90 days of the effective date of any such arrangement, an amount equal to the Attributable of 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 Debt owned by the Company or any Restricted SubsidiarySubsidiary 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 twelve 12 months after the date of the creation of such indebtednessDebt.

Restrictions on Sale and Leaseback Transactions. The Except as otherwise provided herein or pursuant hereto, the Company will not, and will not permit any Restricted Designated Subsidiary to, enter into any arrangement with any Person providing for the leasing 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, term of not more than three years, and or except for leases between sale or transfer and leaseback transactions involving the Company and any Restricted Subsidiary, between any Restricted Subsidiary and acquisition or improvement of Principal Properties provided that the amount of consideration received at the time of sale or transfer by the Company or between Restricted Subsidiaries)such Designated Subsidiary for the property so sold or transferred shall be applied as described in subsection (ii) below) with any bank, insurance company or other lender or investor, or to which property any such lender or investor is party, providing for the leasing to the Company or any Designated Subsidiary of any Principal Property which 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 with to whom funds have been or are to be advanced by such lender or investor on the intention of taking back a lease security of such property unless either (herein referred i) the Company or any Designated Subsidiary could create Indebtedness secured by a Lien under the provisions related to as restrictions on Liens on the property to be leased without equally and ratably securing the Notes, or (ii) the 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 "SALE AND LEASEBACK TRANSACTION") unless Designated Subsidiary, have applied or apply an aggregate amount equal to the greater of (a) the Company net proceeds of the sale of the property leased pursuant to such arrangement or such Restricted Subsidiary would (b) the fair value of the property so leased at the time of entering into such arrangement) be entitled pursuant to clause : (1) or (6) to the voluntary retirement of Section 1010(B), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (b) Indebtedness of the Company or such Restricted of a Designated 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 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 or (c) the Company shall apply, within 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 debt matures by its terms matures at or is extendible or renewable at the option of the obligor to a date more than twelve months one year after the date on which it was originally incurred; or (2) to the acquisition, development or improvement of the creation of such indebtedness.a Principal Property or Principal Properties. PART THREE

Restrictions on Sale and Leaseback Transactions. The Company will notExcept as provided in Section 4.06, none of the Issuers shall, and will not none of the Issuers shall permit any Restricted Subsidiary to, after the date hereof, enter into any arrangement with any Person providing for the leasing by the Company any such Issuer or any Restricted Subsidiary of any Principal Property, whether Property 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 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 property Principal Property (herein referred to as a "SALE AND LEASEBACK TRANSACTIONSale and Leaseback Transaction") ), unless (a) the Company 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 Restricted Subsidiary would (Principal Property or asset at the time of entering into such arrangementsale and transfer and either such Issuer or Restricted Subsidiary applies or causes to be applied an amount equal to the net proceeds of such sale or transfer, within 180 days of receipt thereof, to the retirement or prepayment (other than any mandatory retirement or prepayment, except mandatory retirements or prepayments required as a result of such Sale and Leaseback Transaction) 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 entitled used in the ordinary course of business, or such Issuer or Restricted Subsidiary would, on the effective date of such sale or transfer, be entitled, pursuant to clause (1) or (6) of Section 1010(B), without equally and ratably securing the Securitiesthis Indenture, to issue, assume or guarantee indebtedness Indebtedness secured by a mortgage on Lien upon such propertyPrincipal Property, or (b) the Company 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 guarantee indebtedness secured by a mortgage on such property in an amount at least equal in amount to the Attributable Debt in respect of such Sale and Leaseback Transaction or (c) without equally and ratably securing the Company Securities. The foregoing restriction shall apply, within 270 days of the effective date of not apply to 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 i) between any mandatory prepayment or retirement) of indebtedness incurred or assumed by the Company or any Issuer and Restricted Subsidiary (other than indebtedness owned by or between Restricted Subsidiaries or between Issuers, provided that the Company lessor shall be an Issuer or any a Wholly Owned Restricted Subsidiary, (ii) which by its terms matures at or is extendible or renewable at has a lease of less than three years in length, (iii) entered into within 180 days after the option later of the obligor to a date more than twelve months after the date purchase, construction of the creation development of such indebtednessPrincipal Property or assets, or the commencement of operation of such Principal Property or (iv) involving the distribution warehouse of Xxxxx Apparel Group, Inc. at South Xxxx, Xxxxxxxx.