Common use of Sale and Leaseback Transactions Clause in Contracts

Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transaction.

Sale and Leaseback Transactions. Enter The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any arrangementSale and Leaseback Transaction unless the net cash proceeds therefrom are applied as follows: to the extent that the aggregate amount of net cash proceeds (net of all legal, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquiredtitle, and thereafter rent or lease such property recording tax expenses, commissions, and other fees and expenses incurred, and all federal, state, provincial, foreign, and local or other property which it intends taxes and reserves required to use for substantially the same purpose or purposes be accrued as the property being sold or transferred (a “liability, as a consequence of such Sale and Leaseback Transaction”) unless (a) , net of all payments made on any Indebtedness that is secured by the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect assets subject to such Sale and Leaseback Transactions shall not exceed $2,000,000 Transaction in accordance with the terms of any Liens upon or with respect to any single such assets or which must by the terms of such Lien, or in order to obtain a necessary consent to such Sale and Leaseback Transaction or by applicable law be repaid out of the proceeds from such Sale and $5,000,000 Leaseback Transaction, and net of all distributions and other payments made to minority interest holders in the aggregate in any period Subsidiaries or joint ventures as a result of twelve (12such Sale and Leaseback Transaction) consecutive months (a from such Sale and Leaseback Transaction that satisfies each shall not have been reinvested in the business of the conditions set forth Company or its Subsidiaries or used to reduce Senior Indebtedness of the Company or its Subsidiaries within 12 months of the receipt of such proceeds (with Cash Equivalents being deemed to be proceeds upon receipt of such Cash Equivalents and cash payments under promissory notes secured by letters of credit or similar assurances of payment issued by commercial banks of recognized standing being deemed to be proceeds upon receipt of such payments) shall exceed $100.0 million (“Excess Sale Proceeds”) from time to time, the Company shall offer to repurchase pursuant to an Offer to Purchase Senior Notes with such Excess Sale Proceeds (on a pro rata basis with any other Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, based on the principal amount of such Senior Indebtedness required to be repurchased) at 100% of principal amount, plus accrued and unpaid interest, and to pay related costs and expenses. Such Offer to Purchase shall be made by mailing of a Notice to the Trustee and to each Holder of Senior Notes at the address appearing in clauses the Security Register, by first class mail, postage prepaid, by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company, on a date selected by the Company not later than 12 months from the date such Offer to Purchase is required to be made pursuant to the immediately preceding sentence. To the extent that the aggregate purchase price for Senior Notes or other Senior Indebtedness tendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in such offer, an amount of Excess Sale Proceeds equal to such shortfall shall cease to be Excess Sale Proceeds and may thereafter be used for general corporate purposes. On the Purchase Date, the Company shall (ai) through accept for payment Senior Notes or portions thereof tendered pursuant to the Offer to Purchase in an aggregate principal amount equal to the Purchase Amount (eselected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for purchase of portions (equal to $2,000 or an integral multiple of $1,000 in excess thereof) herein aboveof the principal amount of Senior Notes of a denomination larger than $2,000), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Senior Notes or portions thereof so accepted, and (iii) deliver to the Trustee Senior Notes so accepted. The Paying Agent shall promptly mail to the Holders of Senior Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a “Permitted new Senior Note equal in principal amount to any unpurchased portion of each Senior Note surrendered. Election of the Offer to Purchase by a Holder of Senior Notes shall (unless otherwise provided by law) be irrevocable. The payment of accrued interest as part of any repurchase price on any Purchase Date shall be subject to the right of Holders of record of Senior Notes on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Purchase Date. If an Offer to Purchase Senior Notes is made, the Company shall comply with all tender offer rules, including but not limited to Section 14(e) of the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture related to limitations on Sale and Leaseback Transaction”). For Transactions, the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection Company shall comply with the development of Restaurants) undertaken by any Loan Party shall applicable securities laws and regulations and will not be deemed to be a have breached its obligations under the provisions of the Indenture related to limitations on Sale and Leaseback TransactionTransactions by virtue of such conflicts.

Sale and Leaseback Transactions. Enter The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any arrangementSale and Leaseback Transaction unless the net cash proceeds therefrom are applied as follows: to the extent that the aggregate amount of net cash proceeds (net of all legal, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquiredtitle, and thereafter rent or lease such property recording tax expenses, commissions, and other fees and expenses incurred, and all federal, state, provincial, foreign, and local or other property which it intends taxes and reserves required to use for substantially the same purpose or purposes be accrued as the property being sold or transferred (a “liability, as a consequence of such Sale and Leaseback Transaction”) unless (a) , net of all payments made on any Indebtedness that is secured by the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect assets subject to such Sale and Leaseback Transactions shall not exceed $2,000,000 Transaction in accordance with the terms of any Liens upon or with respect to any single such assets or which must by the terms of such Lien, or in order to obtain a necessary consent to such Sale and Leaseback Transaction or by applicable law be repaid out of the proceeds from such Sale and $5,000,000 Leaseback Transaction, and net of all distributions and other payments made to minority interest holders in the aggregate in any period Subsidiaries or joint ventures as a result of twelve (12such Sale and Leaseback Transaction) consecutive months (a from such Sale and Leaseback Transaction that satisfies each shall not have been reinvested in the business of the conditions set forth Company or its Subsidiaries or used to reduce Senior Indebtedness of the Company or its Subsidiaries within 12 months of the receipt of such proceeds (with Cash Equivalents being deemed to be proceeds upon receipt of such Cash Equivalents and cash payments under promissory notes secured by letters of credit or similar assurances of payment issued by commercial banks of recognized standing being deemed to be proceeds upon receipt of such payments) shall exceed $100.0 million ("Excess Sale Proceeds") from time to time, the Company shall offer to repurchase pursuant to an Offer to Purchase Senior Notes with such Excess Sale Proceeds (on a pro rata basis with any other Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, based on the principal amount of such Senior Indebtedness required to be repurchased) at 100% of principal amount, plus accrued and unpaid interest, and to pay related costs and expenses. Such Offer to Purchase shall be made by mailing of a Notice to the Trustee and to each Holder of Senior Notes at the address appearing in clauses the Security Register, by first class mail, postage prepaid, by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company, on a date selected by the Company not later than 12 months from the date such Offer to Purchase is required to be made pursuant to the immediately preceding sentence. To the extent that the aggregate purchase price for Senior Notes or other Senior Indebtedness tendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in such offer, an amount of Excess Sale Proceeds equal to such shortfall shall cease to be Excess Sale Proceeds and may thereafter be used for general corporate purposes. On the Purchase Date, the Company shall (ai) through accept for payment Senior Notes or portions thereof tendered pursuant to the Offer to Purchase in an aggregate principal amount equal to the Purchase Amount (eselected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for purchase of portions (equal to $2,000 or an integral multiple of $1,000 in excess thereof) herein aboveof the principal amount of Senior Notes of a denomination larger than $2,000), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Senior Notes or portions thereof so accepted, and (iii) deliver to the Trustee Senior Notes so accepted. The Paying Agent shall promptly mail to the Holders of Senior Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a “Permitted new Senior Note equal in principal amount to any unpurchased portion of each Senior Note surrendered. Election of the Offer to Purchase by a Holder of Senior Notes shall (unless otherwise provided by law) be irrevocable. The payment of accrued interest as part of any repurchase price on any Purchase Date shall be subject to the right of Holders of record of Senior Notes on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Purchase Date. If an Offer to Purchase Senior Notes is made, the Company shall comply with all tender offer rules, including but not limited to Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture related to limitations on Sale and Leaseback Transaction”). For Transactions, the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection Company shall comply with the development of Restaurants) undertaken by any Loan Party shall applicable securities laws and regulations and will not be deemed to be a have breached its obligations under the provisions of the Indenture related to limitations on Sale and Leaseback TransactionTransactions by virtue of such conflicts.

Sale and Leaseback Transactions. Enter The Issuer will not enter into any arrangementSale and Leaseback Transaction (except for a period, directly or indirectlyincluding renewals, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease not exceeding 36 months) unless: (a) at the time of entering into such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) , the sale Issuer would be entitled to incur debt, in a principal amount equal to the Attributable Debt in respect of such property is entered into in Sale and Leaseback Transaction, secured by a Lien, without equally and ratably securing the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, Notes; (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated Issuer applies, within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) 12 months after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would Transaction, an amount equal to the greater of (i) the net proceeds of the property sold pursuant to the Sale and Leaseback Transaction, or (ii) the fair value (in the opinion of an executive officer of the Issuer) of such property to the acquisition of or construction on property used or to be permitted under Section 7.02used in the Issuer’s business or the business of any Subsidiary of the Issuer; or (c) subject to the following paragraph, assuming the Attributable Indebtedness with respect Issuer applies, within 12 months after the Sale and Leaseback Transaction, an amount equal to the net proceeds of the property sold pursu- ant to the Sale and Leaseback Transaction constituted to the voluntary defeasance, retirement or satisfaction and discharge of First-Lien Indebtedness under Section 7.02 or, if the Issuer does not have any First-Lien Indebted- ness outstanding at such time, any senior unsecured indebtedness of the Issuer or any indebted- ness of a subsidiary of the Issuer, which amount will not be less than the fair value (in the opinion of an executive officer of the Issuer) of such property, less an amount equal to the principal amount of such First-Lien Indebtedness or other indebtedness, as applicable, voluntarily and (e) pre- viously defeased or retired by the Attributable Indebtedness incurred with respect Issuer, as the case may be, prior to such Sale 12-month period and Leaseback Transactions shall not exceed $2,000,000 with respect to designated as a credit against any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, a “Permitted other Sale and Leaseback Transaction”). For the avoidance of doubtadded clarification, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party this Section 4.11 shall not be deemed apply to be a Sale and Leaseback Transactionany Non-Guarantor Subsidiary of the Issuer.

Sale and Leaseback Transactions. Enter (i) Prior to the Investment Grade Rating Date, a Loan Party will not, and will not permit any Subsidiary to, enter into any arrangement, directly or indirectly, with Attributable Debt in respect of any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) if, after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect giving effect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Transaction, the sum, without duplication, of (A) the aggregate amount of Attributable Debt under all Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each Transactions of the conditions set forth in clauses Loan Parties and their Subsidiaries, plus (aB) through (ethe outstanding aggregate principal amount of all Indebtedness of the Loan Parties and their Subsidiaries permitted under Section 6.01(a)(iii) herein above, a “Permitted Sale and Leaseback Transaction”). For shall exceed 15% of Consolidated Net Tangible Assets at the avoidance time of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development consummation of Restaurants) undertaken by any Loan Party shall not be deemed to be a such Sale and Leaseback Transaction. (ii) From and after the Investment Grade Rating Date, a Loan Party will not, and will not permit any Subsidiary to, enter into any Sale and Leaseback Transaction if, after giving effect to such Sale and Leaseback Transaction, the sum, without duplication, of (A) the aggregate amount of Attributable Debt under all Sale and Leaseback Transactions of the Loan Parties and their Subsidiaries, plus (B) the outstanding aggregate principal amount of all Indebtedness of Non-Guarantor Subsidiaries permitted under Section 6.01(b)(v), plus (C) the outstanding aggregate principal amount of all Indebtedness of the Loan Parties and their Subsidiaries secured by Liens permitted under Section 6.02(a)(ii)(I), shall exceed 15% of Consolidated Net Tangible Assets at the time of consummation of such Sale and Leaseback Transaction.

Sale and Leaseback Transactions. Enter The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) , unless (aA) the sale sum of (i) the Attributable Debt outstanding pursuant to such property is Sale and Leaseback Transaction, (ii) all Attributable Debt outstanding pursuant to all other Sale and Leaseback Transactions entered into in by the ordinary course Company and any Restricted Subsidiary after the first date on which a Debt Security is authenticated by the Trustee and (iii) the aggregate of business all Secured Indebtedness outstanding (computed without regard to the Secured Indebtedness excluded from the operation of Section 8(a) pursuant to clauses (i) through (ix) thereof and is made for cash consideration in further without regard to Secured Indebtedness of the Company or any Restricted Subsidiary if the Debt Securities are secured equally and ratably with (or prior to) such Secured Indebtedness) does not exceed 10% of Consolidated Net Tangible Assets or (B) an amount not less than equal to the Fair Market Value greater of (i) the amount of the net proceeds to the Company or the Restricted Subsidiary entering into such Sale and Leaseback Transaction or (ii) the fair market value of such property, as determined by the Board of Directors (bin the case of clause (i) or (ii), after repayment of, or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering such property which Secured Indebtedness existed immediately prior to such Sale and Leaseback Transaction) is applied to retirement of Funded Debt within one year after the consummation of such Sale and Leaseback Transaction; provided, however, the covenant contained in this Section 8(b) shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 8(a) or this Section 8(b), Attributable Debt with respect to any Sale and Leaseback Transaction if: (i) such Sale and Leaseback Transaction is permitted by Section 7.05(kentered into in connection with pollution control, industrial revenue, private activity or similar financing; (ii) and is consummated within sixty (60) days (the Company or such longer period as may be reasonably acceptable a Restricted Subsidiary applies an amount equal to the Administrative Agent net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering such Principal Property which Secured Indebtedness existed immediately before such Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction to investment (whether for acquisition, improvement, repair, alteration or construction costs) in its sole discretionanother Principal Property within one year prior or subsequent to such sale or transfer; (iii) after such Sale and Leaseback Transaction was entered into by an entity prior to the date on which such property is sold entity became a Restricted Subsidiary or transferred, arises thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of such entity becoming a Restricted Subsidiary; or (civ) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the such Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect was entered into by an entity prior to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) time such entity was merged or consolidated with the Attributable Indebtedness incurred with respect Company or a Restricted Subsidiary or prior to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period time of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each sale, lease or other disposition of the conditions set forth properties of such entity as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such entity prior to and not in clauses (a) through (e) herein abovecontemplation of such merger, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubtconsolidation, a “built to suit” transaction (i.e.sale, a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactionlease or other disposition.

Sale and Leaseback Transactions. Enter The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any arrangementSale and Leaseback Transaction unless the net cash proceeds therefrom are applied as follows: to the extent that the aggregate amount of cash proceeds (net of all legal, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquiredtitle, and thereafter rent or lease recording tax expenses, commissions, and other fees and expenses incurred, and all federal, state, provincial, foreign, and local taxes and reserves required to be accrued as a liability, as a consequence of such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) , net of all payments made on any Indebtedness which is secured by the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect assets subject to such Sale and Leaseback Transactions shall not exceed $2,000,000 Transaction in accordance with the terms of any Liens upon or with respect to any single such assets or which must by the terms of such Lien, or in order to obtain a necessary consent to such Sale and Leaseback Transaction or by applicable law be repaid out of the proceeds from such Sale and $5,000,000 Leaseback Transaction, and net of all distributions and other payments made to minority interest holders in the aggregate in any period Subsidiaries or joint ventures as a result of twelve (12such Sale and Leaseback Transaction) consecutive months (a from such Sale and Leaseback Transaction that satisfies each shall not have been reinvested in the business of the conditions set forth in clauses Company or its Subsidiaries or used to reduce Senior Indebtedness of the Company or its Subsidiaries within 12 months of the receipt of such proceeds (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be Cash Equivalents being deemed to be proceeds upon receipt of such Cash Equivalents and cash payments under promissory notes secured by letters of credit or similar assurances of payment issued by commercial banks of recognized standing being deemed to be proceeds upon receipt of such payments) shall exceed $100.0 million ("Excess Sale Proceeds") from time to time, the Company shall offer to repurchase pursuant to an Offer to Purchase Senior Debentures with such Excess Sale Proceeds (on a pro rata basis with any other Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, based on the principal amount of such Senior Indebtedness required to be repurchased) at 100% of principal amount, plus accrued and Leaseback Transactionunpaid interest, and to pay related costs and expenses. Such Offer to Purchase shall be made by mailing of a Notice to the Trustee and to each Holder at the address appearing in the Security Register, by first class mail, postage prepaid, by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company, on a date selected by the Company not later than 12 months from the date such Offer to Purchase is required to be made pursuant to the immediately preceding sentence. To the extent that the aggregate purchase price for Senior Debentures or other Senior Indebtedness tendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in such offer, an amount of Excess Sale Proceeds equal to such shortfall shall cease to be Excess Sale Proceeds and may thereafter be used for general corporate purposes. On the Purchase Date, the Company shall (i) accept for payment Senior Debentures or portions thereof tendered pursuant to the Offer to Purchase in an aggregate principal amount equal to the Purchase Amount (selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for purchase of portions (equal to $1,000 or an integral multiple of $1,000) of the principal amount of Senior Debentures of a denomination larger than $1,000), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Senior Debentures or portions thereof so accepted, and (iii) deliver to the Trustee Senior Debentures so accepted. The Paying Agent shall promptly mail to the Holders of Senior Debentures so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Senior Debenture equal in principal amount to any unpurchased portion of each Senior Debenture surrendered. Election of the Offer to Purchase by a Holder shall (unless otherwise provided by law) be irrevocable. The payment of accrued interest as part of any repurchase price on any Purchase Date shall be subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Purchase Date. If an Offer to Purchase Senior Debentures is made, the Company shall comply with all tender offer rules, including but not limited to Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such Offer to Purchase.

Sale and Leaseback Transactions. Enter into Neither the Parent nor any arrangementof the other Borrowers shall, directly or indirectly, enter into any arrangement with any Person whereby it shall providing for the Parent or any other Borrower to lease or rent property that the Parent or such other Borrower has sold or will sell or otherwise transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease to such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) Person unless (a) the sale no Default or Event of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such propertyDefault exists, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use net tangible book value of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed assets so sold is less than $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 15,000,000 in the aggregate in any period Fiscal Year or the transaction is listed and described on Schedule 7.19 hereto, (c) in the case of twelve the transactions listed on Schedule 7.19, the transaction is completed in a manner consistent with the description on Schedule 7.19, and (12d) consecutive months the Net Cash Proceeds realized as a result of such sale and leaseback transaction have been tendered to the Lenders as a mandatory prepayment of the Term Loans in accordance with Section 3.1(b); provided, however, that none of the Borrowers shall enter into any sale and leaseback transaction (a except Sale and Leaseback Transaction that satisfies each of Transactions (as currently defined in the conditions set forth in Indenture) permitted by clauses (a1) through (e4) herein aboveof Section 1009 of the Indenture) if the Attributable Debt (as currently defined in the Indenture) in respect of such sale and leaseback transaction exceeds an amount equal to (i) $125,000,000, a “Permitted minus (ii) the sum of (A) the aggregate amount of Debt (as currently defined in the Indenture) owed at such time by Parent and its domestic Subsidiaries and secured by Restricted Collateral (other than Debt described in clause (iii) below and Debt under the Loan Documents) plus (B) the aggregate amount of Attributable Debt (as currently defined in the Indenture) of Parent and its domestic Subsidiaries existing at such time (except for Sale and Leaseback Transaction”Transactions (as currently defined in the Indenture) permitted by clauses (1) through (4) of Section 1009 of the Indenture), minus (iii) the amount of Debt (as currently defined in the Indenture) in respect of the Obligations at such time after taking into account any repayment thereof from the Net Cash Proceeds of such sale and leaseback transaction, and Parent has delivered to Agent a certificate executed by a Responsible Officer of the Parent certifying as to such calculation. For the avoidance of doubt, a “built it is understood and agreed that the provisions of this Section 7.19 are designed to suit” transaction (i.e.restrict and control Borrowers' rights with respect to sale and leaseback or similar transactions, a transaction that involves a Loan Party leasing land not the execution and buildings that are purchased by thirddelivery of non-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactioncapitalized operating leases.

Sale and Leaseback Transactions. (a) Enter into any arrangement, directly or indirectly, with any Person person whereby it the Borrower or any Material Subsidiary shall sell or transfer any property property, real or personal, and used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred transferred, without the consent of the Required Lenders (any such arrangement, a “Sale and "Sale/Leaseback Transaction”"). Notwithstanding the foregoing, the Borrower or any Material Subsidiary may enter into any Sale/Leaseback Transaction, without seeking the consent of the Required Lenders, if (i) such Sale/Leaseback Transaction involves the sale of any fixed or capital asset and is consummated within 180 days of the Borrower or such Material Subsidiary acquiring or completing the construction of such fixed or capital asset, (ii) the proceeds thereof are applied, on the date of consummation thereof or within 360 days thereafter, to the acquisition of Additional Assets or the making of capital expenditures in a Permitted Business, (iii) the remaining proceeds thereof that are not applied in accordance with clause (ii) within 360 days of the date of consummation thereof, are applied in accordance with Sections 2.09(c), 2.09(d) ------- ------- and 2.09(e) or (iv) immediately after the consummation of such transaction, the ------- sum (without duplication) of (A) all amounts of Indebtedness and other monetary obligations secured by Liens which would not be permitted but for Section 6.01(x), (B) the obligations of the Borrower and the Material Subsidiaries in ------- respect of Sale/Leaseback Transactions referred to in this Section 6.02(a)(iv) ----------- and not covered by clause (i), (ii) or (iii), (C) all amounts of unsecured Indebtedness and Preferred Stock of Material Subsidiaries which would not be permitted but for Section 6.03(g), and (D) all Indebtedness of the Borrower ------- which would not be permitted but for Section 6.14(k), does not exceed ------- $75,000,000; provided, that for purposes of determining compliance at any time with this sentence, the amounts of any other monetary obligations referred to in subclause (A) above or of any obligations (other than Capitalized Lease Obligations) referred to in subclause (B) above shall be the stated or determinable amounts of such obligations at such time, unless (a) the amounts of such obligations shall not be stated or determinable, in which case the amounts of such obligations shall be deemed to be the maximum reasonably anticipated liability of the Borrower and the Material Subsidiaries in respect thereof as determined in good faith by the Borrower; provided, further, that the consideration received for the sale of such property is entered into in assets shall be at least equal to the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value then-current fair market value of such propertyassets. For purposes of the foregoing, (b) the Sale and value of each such Sale/Leaseback Transaction is permitted by Section 7.05(kshall (except as the Borrower and the Required Lenders shall otherwise agree) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale (x) the price at which the property pertaining thereto is sold or transferred to the lessor thereof or (y) (if higher than (x) and Leaseback Transactionif the relevant lease or leases represent Capitalized Lease Obligations) the balance sheet value of such lease or leases.

Sale and Leaseback Transactions. Enter The Authority will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangementsale and leaseback transaction (other than incidental to any Permitted Lease Financing) involving the Resort or any Key Project Assets; provided, directly that the Authority or indirectlyany of its Restricted Subsidiaries may enter into such a sale and leaseback transaction if: (i) the Authority or such Restricted Subsidiary, with any Person whereby it shall sell as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to Section 10.4(a) or transfer any property used or useful in its business, whether now owned or hereafter acquired10.4(b)(ix) hereof and (b) incurred a Lien on the Property subject to such sale and leaseback to secure such Indebtedness pursuant to Section 10.9 hereof, and thereafter rent for the term of the applicable lease, the Authority or lease such property or other property which it intends Restricted Subsidiary will be deemed to use for substantially have incurred Indebtedness in the same purpose or purposes amount of the Attributable Debt secured by a Lien on such Property; (ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in the good faith, reasonable judgment of the Management Board and set forth in an Officer’s Certificate delivered to each Purchaser and holder of a Note, of the property being sold that is the subject of such sale and leaseback transaction; and, in the case of any such transaction (or transferred (a “Sale and Leaseback Transaction”series of related transactions) unless (a) involving the sale of assets with a value in excess of $25.0 million, an opinion as to the fairness to the Authority or such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value Restricted Subsidiary of such propertysale and leaseback transaction from a financial point of view is issued by an accounting, appraisal or investment banking firm of national standing; (biii) the Sale transfer of assets in such sale and Leaseback Transaction leaseback transaction is permitted by by, and the Authority applies the proceeds of such transaction in compliance with Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 10.5 hereof; and (eiv) the Attributable Indebtedness incurred with respect no Default or Event of Default shall have occurred and be continuing or would occur as a result of such transaction; provided further, that no Resort Hotel Transaction shall be subject to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period provisions of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactionthis Section 10.6.

Sale and Leaseback Transactions. Enter Borrower will not, and it will not cause or permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, with whereby Borrower or such Subsidiary shall in one or more related transactions sell, transfer or otherwise dispose of any Property owned by Borrower or such Subsidiary to any Person whereby it shall sell other than Borrower or transfer any property used or useful in its business, whether now owned or hereafter acquired, a Wholly-Owned Subsidiary and thereafter then rent or lease lease, as lessee, such property Property or other property any part thereof for a period or periods which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period of would exceed twelve (12) consecutive months from the date of commencement of the lease term (a Sale and "Sale- Leaseback Transaction"); provided, however, that notwithstanding the foregoing, Borrower or any of its Subsidiaries may enter into a Sale-Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, with a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords municipal authority in connection with an industrial revenue bond financing so long as (i) Borrower and/or one or more of its Wholly-Owned Subsidiaries is the development owner of Restaurantsall of the bonds issued in connection with such industrial revenue bond financing, (ii) undertaken the net proceeds of such Sale-Leaseback Transaction are used by the entity selling the Property solely to pay down Debt of such entity and (iii) the consummation of such Sale-Leaseback Transaction and the related industrial revenue bond financing do not violate any Loan Party of the other covenants contained in this Agreement. A sale, transfer or other disposition by Borrower or any Subsidiary of rights under a purchase order or other contract to purchase Property prior to the purchase of such Property by Borrower or any Subsidiary shall not be deemed to be constitute a Sale and Sale-Leaseback TransactionTransaction for purposes of this Section 6.02(d) even if such Property is thereafter leased by Borrower or any Subsidiary from the Person purchasing such Property so long as neither Borrower nor any Subsidiary pays any portion of the purchase price of such Property.

Sale and Leaseback Transactions. Enter The Borrower will not, and will not permit any Wholly-Owned Domestic Manufacturing Subsidiary to, enter into any arrangement, directly or indirectly, arrangement after the date hereof with any Person whereby it shall sell or transfer any property used or useful in its businessbank, whether now owned or hereafter acquired, and thereafter rent or lease such property insurance company or other property lender or investor (other than the Borrower or another Wholly-Owned Domestic Manufacturing Subsidiary) providing for the leasing by the Borrower or any such Wholly-Owned Domestic Manufacturing Subsidiary of any Principal Property (except a lease for a temporary period not to exceed three years by the end of which it intends is intended that the use of such Principal Property by the lessee will be discontinued), which was or is owned by the Borrower or a Wholly-Owned Domestic Manufacturing Subsidiary and which has been or is to use for substantially the same purpose or purposes as the property being be sold or transferred transferred, more than 120 days after the completion of construction and commencement of full operation thereof by the Borrower or such Wholly-Owned Domestic Manufacturing Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a “Sale and Leaseback Transaction”) unless either (a) Attributable Debt of the sale Borrower and its Wholly-Owned Domestic Manufacturing Subsidiaries in respect of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) all other Sale and Leaseback Transactions entered into after the date on which such property is sold or transferred, hereof (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to other than such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in permitted by clause (b) below), plus the aggregate in principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth such Debt secured by Liens covered in clauses (a) through (ei) herein aboveof Section 6.01) without equally and ratably securing the Loans, would not exceed 10% of Consolidated Net Tangible Assets or (b) the Borrower, within 120 days after the sale or transfer, applies, or causes a “Permitted Wholly-Owned Domestic Manufacturing Subsidiary to apply, an amount equal to the greater of the net proceeds of such sale or transfer or fair market value of the Principal Property so sold and leased back at the time of entering into such Sale and Leaseback Transaction (in either case as determined by any two of the following: the Chairman, the President, any Vice President, the Treasurer and the Controller of the Borrower) to the prepayment (subject to the conditions of Section 2.08) of the Loans hereunder or the retirement of other indebtedness of the Borrower (other than indebtedness subordinated to indebtedness hereunder), or indebtedness of a Wholly-Owned Domestic Manufacturing Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application. Notwithstanding the foregoing, (x) no prepayment or retirement referred to in clause (b) above may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision and (y) where the Borrower or any Wholly-Owned Domestic Manufacturing Subsidiary is the lessee in any Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party Attributable Debt shall not be deemed to be a Sale and Leaseback Transactioninclude any Debt resulting from the guarantee by the Borrower or any other Wholly-Owned Domestic Manufacturing Subsidiary of the lessee’s obligation thereunder.

Sale and Leaseback Transactions. Enter The Borrower shall not, and shall not permit any Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted unless the amount of Attributable Indebtedness incurred, created or assumed by Section 7.05(kthe Borrower and the Subsidiaries in connection with such transaction does not exceed one hundred percent (100%) of the fair market value of the applicable Timberlands or Principal Manufacturing Facility, as the case may be, at the time of such lease, plus the cost of repair, alteration or improvement thereof, and is consummated within sixty either: (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretiona) after the date on which consummation of such property is sold or transferredtransaction, and after giving effect thereto, the sum of: (ci) any Liens arising the aggregate amount of Attributable Indebtedness in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 all other Attributable Indebtedness in the aggregate in any period respect of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each Transactions of the conditions set forth Borrower and the Subsidiaries at such time (other than Sale and Leaseback Transactions the proceeds of which have been actually applied to the prepayment of Indebtedness in clauses accordance with subsection (ab) through hereof); plus (eii) herein abovethe aggregate amount of all Indebtedness secured by Liens permitted in accordance with Section 7.01(g) at such time; plus (iii) the aggregate amount of all Indebtedness of Subsidiaries permitted in accordance with Section 7.10(j) at such time, a “Permitted shall not exceed ten percent (10%) of Net Tangible Assets computed at such time; or (b) the Borrower shall, and in any such case the Borrower covenants that it will, apply an amount equal to the fair market value of the Property so leased to the repayment, within 180 days of the effective date of any such Sale and Leaseback Transaction”). For the avoidance , of doubt, a “built to suit” transaction outstanding Loans (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection accordance with the development provisions of RestaurantsSection 2.04 hereof in the amount of such repayment) undertaken by any Loan Party shall not be deemed to be or of other Funded Indebtedness of the Borrower that ranks on a Sale and Leaseback Transactionparity with the Obligations.

Sale and Leaseback Transactions. Enter The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, arrangement with any Person whereby it shall sell providing for the leasing by the Borrower or transfer such Subsidiary of any property used that has been or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends is to use for substantially the same purpose or purposes as the property being be sold or transferred by the Borrower or such Subsidiary to such Person in contemplation of such leasing; provided, however, that the Borrower or such Subsidiary may enter into such sale and leaseback transaction if (i) the Borrower could have (A) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Fixed Charge Coverage Ratio Test set forth in paragraph (a) of Section 8.05 and (B) secured a “Sale Lien on such Indebtedness pursuant to Section 8.01 or (ii) the lease in such sale and Leaseback Transaction”leaseback transaction is for a term not in excess of the lesser of (A) three years and (B) 60% of the remaining useful life of such property. Restrictions On Nature Of Indebtedness And Activities Of Finance Corp. Notwithstanding the provisions of Section 8.05 hereof, Finance Corp. shall not incur any Indebtedness unless (a) the sale Borrower is a co-obligor or guarantor of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, Indebtedness or (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or net proceeds of such longer period as may be reasonably acceptable Indebtedness are lent to the Administrative Agent in its sole discretion) after Borrower, used to acquire outstanding debt securities issued by the date on which such property is sold Borrower or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be used directly or indirectly to refinance or discharge Indebtedness permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions limitations of this paragraph. Finance Corp. shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate engage in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of business not related directly or indirectly to obtaining money or arranging financing for the conditions set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback TransactionBorrower.

Sale and Leaseback Transactions. Enter The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any arrangementSale and Leaseback Transaction unless the net cash proceeds therefrom are applied as follows: to the extent that the aggregate amount of net cash proceeds (net of all legal, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquiredtitle, and thereafter rent or lease such property recording tax expenses, commissions, and other fees and expenses incurred, and all federal, state, provincial, foreign, and local or other property which it intends taxes and reserves required to use for substantially the same purpose or purposes be accrued as the property being sold or transferred (a “liability, as a consequence of such Sale and Leaseback Transaction”) unless (a) , net of all payments made on any Indebtedness that is secured by the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect assets subject to such Sale and Leaseback Transactions shall not exceed $2,000,000 Transaction in accordance with the terms of any Liens upon or with respect to any single such assets or which must by the terms of such Lien, or in order to obtain a necessary consent to such Sale and Leaseback Transaction or by applicable law be repaid out of the proceeds from such Sale and $5,000,000 Leaseback Transaction, and net of all distributions and other payments made to minority interest holders in the aggregate in any period Subsidiaries or joint ventures as a result of twelve (12such Sale and Leaseback Transaction) consecutive months (a from such Sale and Leaseback Transaction that satisfies each shall not have been reinvested in the business of the conditions set forth Company or its Subsidiaries or used to reduce Senior Indebtedness of the Company or its Subsidiaries within 12 months of the receipt of such proceeds (with Cash Equivalents being deemed to be proceeds upon receipt of such Cash Equivalents and cash payments under promissory notes secured by letters of credit or similar assurances of payment issued by commercial banks of recognized standing being deemed to be proceeds upon receipt of such payments) shall exceed $100.0 million (“Excess Sale Proceeds”) from time to time, the Company shall offer to repurchase pursuant to an Offer to Purchase Senior Notes with such Excess Sale Proceeds (on a pro rata basis with any other Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, based on the principal amount of such Senior Indebtedness required to be repurchased) at 100% of principal amount, plus accrued and unpaid interest, and to pay related costs and expenses. Such Offer to Purchase shall be made by mailing of a Notice to the Trustee and to each Holder of Senior Notes at the address appearing in clauses the Security Register, by first class mail, postage prepaid, by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company, on a date selected by the Company not later than 12 months from the date such Offer to Purchase is required to be made pursuant to the immediately preceding sentence. To the extent that the aggregate purchase price for Senior Notes or other Senior Indebtedness tendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in such offer, an amount of Excess Sale Proceeds equal to such shortfall shall cease to be Excess Sale Proceeds and may thereafter be used for general corporate purposes. On the Purchase Date, the Company shall (ai) through accept for payment Senior Notes or portions thereof tendered pursuant to the Offer to Purchase in an aggregate principal amount equal to the Purchase Amount (eselected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for purchase of portions (equal to $2,000 or an integral multiple of $1,000 in excess thereof) herein aboveof the principal amount of Senior Notes of a denomination larger than $2,000), (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Senior Notes or portions thereof so accepted, and (iii) deliver to the Trustee Senior Notes so accepted. The Paying Agent shall promptly mail to the Holders of Senior Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a “Permitted new Senior Note equal in principal amount to any unpurchased portion of each Senior Note surrendered. Election of the Offer to Purchase by a Holder of Senior Notes shall (unless otherwise provided by law) be irrevocable. The payment of accrued interest as part of any repurchase price on any Purchase Date shall be subject to the right of Holders of record of Senior Notes on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Purchase Date. If an Offer to Purchase Senior Notes is made, the Company shall comply with all tender offer rules, including but not limited to Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture related to limitations on Sale and Leaseback Transaction”). For Transactions, the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection Company shall comply with the development of Restaurants) undertaken by any Loan Party shall applicable securities laws and regulations and will not be deemed to be a have breached its obligations under the provisions of the Indenture related to limitations on Sale and Leaseback TransactionTransactions by virtue of such conflicts.

Sale and Leaseback Transactions. Enter The Borrower shall not, nor shall it permit any Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless , other than: (a) the sale a Sale and Leaseback Transactions in respect of such property is entered into in the ordinary course Excluded Assets or assets of business and is made for cash consideration in an amount Subsidiaries that are not less than the Fair Market Value of such property, Loan Parties; (b) Sale and Leaseback Transactions in connection with any Permitted Acquisition entered into within twelve (12) months after the date of consummation of such Permitted Acquisition; and (c) Sale and Leaseback Transactions not otherwise permitted under this Section 6.10, provided that (i) with respect to any such Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to in respect of which the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising Net Cash Proceeds received in connection with its use therewith exceed $15,000,000, at least 75% of the property are permitted by Section 7.01(j), (d) the consideration for any Sale and Leaseback Transaction would be permitted under Section 7.02, assuming this clause (c) shall consist of cash or Permitted Investments or any combination thereof (provided that for purposes of the Attributable Indebtedness 75% cash consideration and Permitted Investments consideration requirement in connection with respect to the any Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and Transaction, (ew) the Attributable amount of any Indebtedness incurred or other liabilities of the Borrower or its Subsidiaries (as shown on the Borrower’s most recent consolidated balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to Transaction, (y) any single securities received by the Borrower or any Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into cash or Permitted Investments within one hundred eighty (180) days following the closing of such Sale and Leaseback Transaction and $5,000,000 (z) any Designated Non-Cash Consideration received in the aggregate in any period respect of twelve (12) consecutive months (a such Sale and Leaseback Transaction having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and all Designated Non-Cash Consideration received pursuant to Section 6.03(a)(vi)(M) that satisfies each is outstanding at the time of the conditions set forth receipt of such Designated Non-Cash Consideration in clauses (a) through (e) herein above, a “Permitted respect of such Sale and Leaseback Transaction”, not in excess of the greater of $40,000,000 and 2.0% of Consolidated Total Assets shall, in each case of clauses (w). For the avoidance of doubt, a “built to suit” transaction (i.e.x), a transaction that involves a Loan Party leasing land (y) and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not (z), be deemed to be a Sale cash or Permitted Investments) and Leaseback Transaction(ii) the Net Cash Proceeds thereof are reinvested in the business of the Borrower and its Subsidiaries in accordance with 2.11(c)(ii) or applied in accordance with Section 2.11(f).

Sale and Leaseback Transactions. Enter The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangement, directly sale and leaseback transaction (other than a sale and leaseback transaction between the Company and one or indirectly, with any Person whereby it shall sell more of its Restricted Subsidiaries that are not Subsidiary Guarantors or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or among Restricted Subsidiaries that are not Subsidiary Guarantors) other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (than a “Qualified Sale and Leaseback Transaction”) unless (a) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in , including an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, a “Permitted XM-4 Sale and Leaseback Transaction”). For ; provided that the avoidance Company and/or one or more Restricted Subsidiaries may enter into a sale and leaseback transaction if: (1) the Company or such Restricted Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under either (i) the Total Consolidated Indebtedness to Adjusted Consolidated Operating Cash Flow ratio test in the first paragraph of doubtSection 4.09 or (ii) clause (i)(a) of the second paragraph of Section 4.09 and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12, and the Attributable Debt is treated as Indebtedness for purposes of either (i) the Total Consolidated Indebtedness to Adjusted Consolidated Operating Cash Flow ratio test in the first paragraph or (ii) clause (i)(a) of the second paragraph of Section 4.09 and any Lien to secure such Indebtedness is treated as a “built Lien for purposes of the covenant described above in Section 4.12 hereof; (2) the gross cash proceeds of that sale and leaseback transaction are at least equal to suit” the fair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officers’ certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction, and (3) the transfer of assets in that sale and leaseback transaction (i.e.is permitted by, a and the Company applies the proceeds of such transaction that involves a Loan Party leasing land in compliance with, Section 3.09 and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transaction4.10.

Sale and Leaseback Transactions. Enter Cxxxxx Parent will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly Sale and Leaseback Transaction covering any Principal Property of Cxxxxx Parent or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease Restricted Subsidiary unless (A) the sum of (i) the Attributable Debt outstanding pursuant to such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (bii) the all Attributable Debt outstanding pursuant to all other Sale and Leaseback Transaction is permitted Transactions entered into by Section 7.05(k) Cxxxxx Parent and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) any Restricted Subsidiary after the date on which such property a Debt Security is sold or transferredauthenticated by the Trustee under this Indenture, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such except for Sale and Leaseback Transactions shall not exceed $2,000,000 with respect of a Restricted Subsidiary entered into prior to any single Sale becoming a Restricted Subsidiary, and Leaseback Transaction and $5,000,000 in (iii) the aggregate in any period amount of twelve all Secured Indebtedness outstanding (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of excluding the conditions set forth in Secured Indebtedness permitted by clauses (a) through (eh) herein aboveof Section 5.05 and further without regard to Secured Indebtedness of Cxxxxx Parent or any Restricted Subsidiary if the Debt Securities are secured equally and ratably with (or prior to) such Secured Indebtedness) does not exceed 15% of Consolidated Tangible Assets or (B) an amount equal to the greater of (i) the amount of the net proceeds to Cxxxxx Parent or the Restricted Subsidiary pursuant to such Sale and Leaseback Transaction or (ii) the fair market value of the property so leased, as determined by Cxxxxx Parent’s Board of Directors (in the case of (i) or (ii), after repayment of, or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a “Permitted Lien encumbering such property which Secured Indebtedness existed immediately prior to such Sale and Leaseback Transaction”). For ) is applied to retirement of Funded Debt within one year after the avoidance consummation of doubtsuch Sale and Leaseback Transaction; provided, a “built however, the preceding limitations contained in this Section 5.06 shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 5.05 or this Section 5.06, Attributable Debt with respect to suit” transaction any Sale and Leaseback Transaction if: (i.e., a transaction that involves a Loan Party leasing land 1) such Sale and buildings that are purchased by third-party landlords Leaseback Transaction is entered into in connection with the development issuance of Restaurantsindustrial revenue or private activity bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(b) undertaken of the Internal Revenue Code of 1986, as amended; (2) Cxxxxx Parent or a Restricted Subsidiary applies an amount equal to the net proceeds (after repayment of any Secured Indebtedness secured by any Loan Party shall not be deemed to be a Lien encumbering such Principal Property which Secured Indebtedness existed immediately before such Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction to investment (whether for acquisition, improvement, repair, alteration or construction costs) in another Principal Property within one year before or after such sale or transfer; (3) such Sale and Leaseback Transaction is entered into by a Person prior to the date on which such Person became a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such Person prior to and not in contemplation of such Person’s becoming a Restricted Subsidiary; or (4) such Sale and Leaseback Transaction is entered into by a Person prior to the time such Person was merged or consolidated with Cxxxxx Parent or a Restricted Subsidiary or prior to the time of a sale, lease or other disposition of the properties of such Person as an entirety or substantially as an entirety to Cxxxxx Parent or a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such Person prior to and not in contemplation of such merger, consolidation, sale, lease or other disposition.

Sale and Leaseback Transactions. Enter The Guarantor will not, and nor will it permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, Sale and thereafter rent or lease Leaseback Transaction unless (A) the sum of (i) the Attributable Debt outstanding pursuant to such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”; (ii) unless all Attributable Debt outstanding pursuant to all other Sale and Leaseback Transactions entered into by the Guarantor and any Restricted Subsidiary after the date on which a Debenture is authenticated by the Trustee; and (iii) the aggregate of all Secured Indebtedness outstanding (computed without regard to the Secured Indebtedness excluded from the operation of Section 5.05 pursuant to clauses (a) through (h) thereof and further without regard to Secured Indebtedness of the sale Guarantor or any Restricted Subsidiary if the Debentures are secured equally and ratably with (or prior to) such Secured Indebtedness) does not exceed 10% of such property is entered into in the ordinary course of business and is made for cash consideration in Shareholders' Equity; or (B) an amount not less than equal to the Fair Market Value greater of (i) the amount of the net proceeds to the Guarantor or the Restricted Subsidiary entering into such Sale and Leaseback Transaction; or (ii) the fair market value of such property, as determined by the Board of Directors (bin the case of (i) or (ii), after repayment of, or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering such property which Secured Indebtedness existed immediately prior to such Sale and Leaseback Transaction) is applied to retirement of Funded Debt within one year after the consummation of such Sale and Leaseback Transaction; provided, however, the covenant contained in this Section 5.06 shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 5.05 or this Section 5.06, Attributable Debt with respect to any Sale and Leaseback Transaction if: (1) the Sale and Leaseback Transaction is permitted by entered into in connection with the issuance of industrial revenue or private activity bonds the interest on which is exempt from Federal income taxation pursuant to Section 7.05(k103(b) and is consummated within sixty of the Internal Revenue Code of 1986, as amended; (602) days (the Guarantor or such longer period as may be reasonably acceptable a Restricted Subsidiary applies an amount equal to the Administrative Agent net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering such Principal Property which Secured Indebtedness existed immediately before such Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction to investment (whether for acquisition, improvement, repair, alteration or construction costs) in its sole discretionanother Principal Property within one year prior or subsequent to such sale or transfer; (3) after such Sale and Leaseback Transaction was entered into by a corporation prior to the date on which such property is sold corporation became a Restricted Subsidiary or transferred, arises thereafter pursuant to contractual commitments entered into by such corporation prior to and not in contemplation of such corporation's becoming a Restricted Subsidiary; or (c4) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the such Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect was entered into by a corporation prior to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) time such corporation was merged or consolidated with the Attributable Indebtedness incurred with respect Guarantor or a Restricted Subsidiary or prior to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period time of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each sale, lease or other disposition of the conditions set forth properties of such corporation as an entirety or substantially as an entirety to the Guarantor or a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such corporation prior to and not in clauses (a) through (e) herein abovecontemplation of such merger, a “Permitted Sale consolidation, sale, lease or other disposition. SECTION 5. Section 5.07 of the Indenture is hereby amended and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords restated in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transaction.its entirety as follows:

Sale and Leaseback Transactions. Enter (a) Holdings will not, nor will it permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, arrangement with any other Person whereby it shall sell pursuant to which Holdings or transfer any property used of its Subsidiaries leases any Principal Property that has been or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends is to use for substantially the same purpose or purposes as the property being be sold or transferred by Holdings or such Subsidiary to such other Person (a “Sale and Leaseback Transaction”) unless (a) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property), (b) the except that a Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (if Holdings or such longer period as may Subsidiary would be reasonably acceptable entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased, without equally and ratably securing the Obligations, in an aggregate principal amount equal to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred Debt with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Transaction. (b) The following Sale and Leaseback Transaction and $5,000,000 in Transactions are not subject to the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions limitations set forth in clauses Section 6.11(a) and Section 6.2: (a1) through temporary leases for a term, including renewals at the option of the lessee, of not more than three years; (e2) herein aboveleases between only Holdings and a Subsidiary of Holdings or only between Subsidiaries of Holdings or leases with an Excluded Subsidiary for so long as it constitutes an Excluded Subsidiary; (3) leases where the proceeds from the sale of the subject property are at least equal to the fair market value (as determined in good faith by Holdings) of the subject property and Holdings applies an amount equal to the net proceeds of the sale to the retirement of long term Indebtedness or the purchase, a “Permitted Sale and Leaseback Transaction”). For construction, development, expansion or improvement of other property or equipment used or useful in its business, within 270 days of the avoidance effective date of doubtsuch sale; provided that in lieu of applying such amount to the retirement of long-term Indebtedness, a “built to suit” transaction the Borrower voluntarily prepay Loans hereunder; and (i.e.4) leases of property executed by the time of, a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with or within 270 days after the development latest of, the acquisition, the completion of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactionconstruction, development, expansion or improvement, or the commencement of commercial operation, of the subject property.

Sale and Leaseback Transactions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property Property used or useful in its business, whether now owned or hereafter hereinafter acquired, and thereafter rent or lease such property Property or other property which Property that it intends to use for substantially the same purpose or purposes as the property being Property sold or transferred (a “Sale and Leaseback Transaction”) unless (a) the transferred, except for any such sale of such property is entered into in the ordinary course of business and any fixed or capital assets that is made for cash consideration in an amount not less than the Fair Market Value cost of such property, (b) the Sale and Leaseback Transaction is permitted by fixed or capital asset in accordance with Section 7.05(k) 6.03 and is consummated within sixty (60) 120 days (after the Borrower or such longer period Restricted Subsidiary acquires or completes the construction of such fixed or capital asset. SECTION 6.11. Trinity Marks Company. So long as may be reasonably acceptable Trinity Marks Company (“Trinity Marks”) is designated as an Unrestricted Subsidiary, the Borrower will not, and will not permit any of its Restricted Subsidiaries (including TILC) to, permit Trinity Marks to (a) hold any assets other than railcar identification marks, including any evidence of ownership of such marks issued by the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use Association of the property are permitted by Section 7.01(j), (d) the Sale American Railroads and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred all rights with respect to such Sale marks including the right to payment of railroad mileage credits (the “Xxxx Assets”) and Leaseback Transactions shall not exceed $2,000,000 with respect (b) conduct any business other than owning the Xxxx Assets, acting for holders of the beneficial interests of the Xxxx Assets and the other activities permitted by Part V of that certain Amended and Restated Marks Company Trust Agreement between TILC and Wilmington Trust Company dated as of May 17, 2001, as the same exists on the Effective Date, without giving effect to any single Sale and Leaseback Transaction and $5,000,000 in amendment or other modification thereof unless such modification is approved by the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each Required Lender. The Borrower will not permit TILC to hold less than 100% of the conditions set forth beneficial interest in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For all of the avoidance assets of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings Trinity Marks other than those identified trust assets that are purchased from time to time allocated by third-party landlords in connection with the development Trinity Marks into one or more separate portfolios of Restaurants) undertaken by any Loan Party shall not be deemed trust assets to be a Sale and Leaseback Transaction.accounted for independently. ARTICLE VII

Sale and Leaseback Transactions. Enter into (1) Neither the Company nor any arrangement, directly or indirectly, with any Person whereby it Subsidiary shall sell or transfer any property used or useful in its business, whether a Principal Facility now owned or hereafter acquiredacquired with the intention of taking back a lease of such property, and thereafter rent except a lease for a temporary period of less than 3 years, including renewals, with the intent that the use by the Company or lease a Subsidiary will be discontinued on or before the expiration of such property or other property which it intends period (any transaction subject to use for substantially the same purpose or purposes provisions of this Section 1009 being herein referred to as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in Company shall apply an amount not less equal to the value of the property so leased to the retirement (other than any mandatory retirement), within 180 days of the Fair Market Value effective date of any such propertyarrangement, of non-subordinated indebtedness for money borrowed by the Company which had a stated maturity of more than one year from the date of its creation. (b2) the The Company or a Subsidiary may enter into a Sale and Leaseback Transaction is which would otherwise be prohibited by Subsection (1) of this Section 1009, provided that the value thereof plus the aggregate indebtedness permitted by to be secured under the provisions of paragraph (2) of Section 7.05(k1008 does not at the time exceed 15% of Consolidated Net Tangible Assets. (3) The term “value” shall, for the purpose of this Section 1009 and is consummated within sixty (60) days (or such longer period Section 1008(2), mean, with respect to a Sale and Leaseback Transaction, as may be reasonably acceptable of any particular time, the amount equal to the Administrative Agent in its sole discretiongreater of (i) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use net proceeds of the sale of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect leased pursuant to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in or (ii) the aggregate in any period fair value of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each such property at the time of the conditions set forth in clauses (a) through (e) herein above, a “Permitted entering into such Sale and Leaseback Transaction”). For , as determined by the avoidance Board of doubtDirectors, in each such case divided first by the number of full years of the term of the lease and then multiplied by the number of full years of such term remaining at the time of determination, without regard to any renewal or extension options contained in the lease. (4) The Certificate of a “built Firm of Independent Public Accountants shall be conclusive evidence as to suit” transaction (i.e.the amount, a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords at the date specified in connection with such Certificate, of the development gross book value of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactiondistribution or warehousing facility, Consolidated Capitalization or Consolidated Net Tangible Assets, as the case may be.

Sale and Leaseback Transactions. Enter Neither Indemnitor nor the Borrower will, nor will they permit any Indemnitor Group Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless transferred, except for: (a) the any such sale of such property is entered into in any fixed or capital assets by Indemnitor, the ordinary course of business and Borrower or any Indemnitor Group Restricted Subsidiary that is made for cash consideration in an amount not less than the Fair Market Value fair value of such propertyfixed or capital asset and is consummated within 270 days after Indemnitor, the Borrower or such Indemnitor Group Restricted Subsidiary acquires or completes the construction of such fixed or capital asset; and (b) from and after the Sale effective date of the Third Amendment to Indemnification and Leaseback Transaction Reimbursement Agreement, sale and leaseback transactions consummated by the Indemnitor, the Borrower or any Indemnitor Group Restricted Subsidiary in an aggregate amount not to exceed $150,000,000 for all such sale and leaseback transactions, provided that, each sale and leaseback transaction is (x) undertaken on arm’s length commercial terms and (y) no Credit Default has occurred and is continuing or would result therefrom; provided that, in each of clauses (a) and (b) above, if such sale and leaseback results in a Capital Lease Obligation, such Capital Lease Obligation is permitted by Section 7.05(k3.01(a)(vi) and any Lien made the subject of such Capital Lease Obligation is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j3.02(a)(v), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect .” 1.3 Notwithstanding anything contained in this Amendment to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and contrary, neither the execution of this Amendment nor anything herein contained (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate including in any period of twelve (12exhibit, annex or schedule hereto) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein aboveis intended to be, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party nor shall not it be deemed to be, nor shall any Party assert it to be (or allow any Affiliate or Representative thereof to assert it to be) or use it for the purpose of (including in any litigation, arbitration, proceeding or other dispute related to the Indemnification and Reimbursement Agreement, any other contract or agreement between any of the Parties or any Affiliates thereof (collectively, the “Other Agreements”) or otherwise): (A) an admission or concession of any Default, breach or non-compliance under the Indemnification and Reimbursement Agreement or any Other Agreement, (B) an admission or concession as to any matters relating to the Indemnification and Reimbursement Agreement, any Other Agreement or any terms or provisions thereof, or (C) a Sale waiver of any claims, rights, remedies, defenses, arguments, interpretations or obligations of the Parties or any of their Affiliates under or related to the Indemnification and Leaseback TransactionReimbursement Agreement or any Other Agreement; provided, that, any Party may use this Amendment to seek to enforce the terms of the Indemnification and Reimbursement Agreement (as amended herein).

Sale and Leaseback Transactions. Enter Neither Indemnitor nor the Borrower will, nor will they permit any Indemnitor Group Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) the transferred, except for: a. any such sale of such property is entered into in any fixed or capital assets by Indemnitor, the ordinary course of business and Borrower or any Indemnitor Group Restricted Subsidiary that is made for cash consideration in an amount not less than the Fair Market Value fair value of such propertyfixed or capital asset and is consummated within 270 days after Indemnitor, the Borrower or such Indemnitor Group Restricted Subsidiary acquires or completes the construction of such fixed or capital asset; and b. from and after the effective date of the Third Amendment to Indemnification and Reimbursement Agreement, sale and leaseback transactions consummated by the Indemnitor, the Borrower or any Indemnitor Group Restricted Subsidiary in an aggregate amount not to exceed $150,000,000 for all such sale and leaseback transactions, provided that, each sale and leaseback transaction is (x) undertaken on arm’s length commercial terms and (y) no Credit Default has occurred and is continuing or would result therefrom; provided that, in each of clauses (a) and (b) the Sale above, if such sale and Leaseback Transaction leaseback results in a Capital Lease Obligation, such Capital Lease Obligation is permitted by Section 7.05(k3.01(a)(vi) and any Lien made the subject of such Capital Lease Obligation is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j3.02(a)(v), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect .” 1.3 Notwithstanding anything contained in this Amendment to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and contrary, neither the execution of this Amendment nor anything herein contained (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate including in any period of twelve (12exhibit, annex or schedule hereto) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein aboveis intended to be, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party nor shall not it be deemed to be, nor shall any Party assert it to be (or allow any Affiliate or Representative thereof to assert it to be) or use it for the purpose of (including in any litigation, arbitration, proceeding or other dispute related to the Indemnification and Reimbursement Agreement, any other contract or agreement between any of the Parties or any Affiliates thereof (collectively, the “Other Agreements”) or otherwise): (A) an admission or concession of any Default, breach or non-compliance under the Indemnification and Reimbursement Agreement or any Other Agreement, (B) an admission or concession as to any matters relating to the Indemnification and Reimbursement Agreement, any Other Agreement or any terms or provisions thereof, or (C) a Sale waiver of any claims, rights, remedies, defenses, arguments, interpretations or obligations of the Parties or any of their Affiliates under or related to the Indemnification and Leaseback TransactionReimbursement Agreement or any Other Agreement; provided, that, any Party may use this Amendment to seek to enforce the terms of the Indemnification and Reimbursement Agreement (as amended herein).

Sale and Leaseback Transactions. Enter Prior to a Fall Away Event, the Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) ; provided that the sale of such property is entered Company or any Restricted Subsidiary may enter into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the a Sale and Leaseback Transaction is permitted by Section 7.05(kif: (1) and is consummated within sixty the Company or that Restricted Subsidiary, as applicable, could have (60a) days (or such longer period as may be reasonably acceptable incurred Indebtedness in an amount equal to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect Debt relating to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect Transaction under the Fixed Charge Coverage Ratio test in the first paragraph of Section 1.3 hereof and (b) incurred a Lien to any single secure such Indebtedness pursuant to the first paragraph of Section 1.4 hereof and (2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors, or the Company’s Chief Executive Officer if less than or equal to $25.0 million, and $5,000,000 set forth in an Officers’ Certificate delivered to the Series Trustee, of the property that is the subject of that Sale and Leaseback Transaction. After a Fall Away Event, neither the Company nor any Restricted Subsidiary may enter into any Sale and Leaseback Transaction involving any Principal Property, unless the total amount of all Attributable Debt of the Company and its Restricted Subsidiaries with respect to such transaction plus all Indebtedness secured by liens on Principal Properties (with the exception of secured Indebtedness excluded as described in Section 1.4 hereof after a Fall Away Event) would not exceed 10% of Consolidated Net Tangible Assets. The restriction in the aggregate in any period paragraph above does not apply to, and computations of twelve (12) consecutive months (Attributable Debt under that restriction shall exclude, a Sale and Leaseback Transaction that satisfies each if: (1) the lease, including renewal rights, is for three years or less; (2) the Principal Property is sold or transferred prior to, at the time of, or within 180 days after the later of the conditions set forth acquisition of the Principal Property or the completion of construction thereon; (3) the lease secures or relates to obligations issued by a state, territory or possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the acquisition or construction of property, and on which the interest is not, in clauses the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision) as in effect at the time of issuance of such obligations; (4) the transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; or (5) within 180 days after the sale, the Company or the Restricted Subsidiary uses an amount of money at least equal to the greater of (i) the net proceeds of the sale of the Principal Property leased or (ii) the fair market value of the Principal Property leased, to retire Funded Debt of the Company or a Restricted Subsidiary, or to purchase other property which will be Principal Property at least equal in value to the Principal Property leased. With respect to clause (5) above, the amount used to retire Funded Debt shall be reduced by (a) through the principal amount of any Debentures or notes (eincluding securities issued under the Indenture) herein aboveof the Company or a Restricted Subsidiary surrendered to the trustee for retirement and cancellation within 180 days after the sale of the Principal Property, and (b) the principal amount of Funded Debt, other than items referred to in the preceding clause (a), voluntarily retired by the Company or a “Permitted Sale and Leaseback Transaction”). For Restricted Subsidiary within 180 days after the avoidance sale of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback TransactionPrincipal Property.

Sale and Leaseback Transactions. Enter The Borrower will not, and will not permit any Wholly-Owned Domestic Manufacturing Subsidiary to, enter into any arrangement, directly or indirectly, arrangement after the date hereof with any Person whereby it shall sell or transfer any property used or useful in its businessbank, whether now owned or hereafter acquired, and thereafter rent or lease such property insurance company or other property lender or investor (other than the Borrower or another Wholly-Owned Domestic Manufacturing Subsidiary) providing for the leasing by the Borrower or any such Wholly-Owned Domestic Manufacturing Subsidiary of any Principal Property (except a lease for a temporary period not to exceed three years by the end of which it intends is intended that the use of such Principal Property by the lessee will be discontinued), which was or is owned by the Borrower or a Wholly-Owned Domestic Manufacturing Subsidiary and which has been or is to use for substantially the same purpose or purposes as the property being be sold or transferred transferred, more than 120 days after the completion of construction and commencement of full operation thereof by the Borrower or such Wholly-Owned Domestic Manufacturing Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a “Sale and Leaseback Transaction”) unless either (a) Attributable Debt of the sale Borrower and its Wholly-Owned Domestic Manufacturing Subsidiaries in respect of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) all other Sale and Leaseback Transactions entered into after the date on which such property is sold or transferred, hereof (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to other than such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in permitted by clause (b) below), plus the aggregate in principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth such Debt secured by Liens covered in clauses (a) through (ei) herein aboveof Section 6.01) without equally and ratably securing the Loans, would not exceed 10% of Consolidated Net Tangible Assets or (b) the Borrower, within 120 days after the sale or transfer, applies, or causes a “Permitted Wholly-Owned Domestic Manufacturing Subsidiary to apply, an amount equal to the greater of the net proceeds of such sale or transfer or fair market value of the Principal Property so sold and leased back at the time of entering into such Sale and Leaseback Transaction (in either case as determined by any two of the following: the Chairman, the President, any Vice President, the Treasurer and the Controller of the Borrower) to the prepayment (subject to the conditions of Section 2.08) of the Loans hereunder or the retirement of other indebtedness of the Borrower (other than indebtedness subordinated to indebtedness hereunder), or indebtedness of a Wholly-Owned Domestic Manufacturing Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application. Notwithstanding the foregoing, (x) no prepayment or retirement referred to in clause (b) above may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision and (y) where the Borrower or any Wholly-Owned Domestic Manufacturing Subsidiary is the lessee in any Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party Attributable Debt shall not be deemed include any Debt resulting from the guarantee by the Borrower or any other Wholly-Owned Domestic Manufacturing Subsidiary of the lessee’s obligation thereunder. Notwithstanding anything set forth in this Agreement to be the contrary, any failure by the Borrower to comply with this Section 6.03 prior to the funding of the Loans on the Funding Date shall not constitute a Sale breach of this Agreement or give rise to any rights or remedies of the Administrative Agent or the Lenders or any other Person against the Borrower unless and Leaseback Transactionuntil such failure is continuing after the funding of the Loans on the Funding Date.

Sale and Leaseback Transactions. Enter So long as any of the Debentures remain outstanding, Cxxxxx Parent will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, Sale and thereafter rent or lease Leaseback Transaction unless (A) the sum of (i) the Attributable Debt outstanding pursuant to such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”, (ii) unless all Attributable Debt outstanding pursuant to all other Sale and Leaseback Transactions entered into by Cxxxxx Parent and any Restricted Subsidiary after the date on which a Debenture is authenticated by the Trustee, and (iii) the aggregate of all Secured Indebtedness outstanding (excluding the Secured Indebtedness permitted by clauses (a) through (h) of Section 5.05 and further without regard to Secured Indebtedness of Cxxxxx Parent or any Restricted Subsidiary if the sale Debentures are secured equally and ratably with (or prior to) such Secured Indebtedness) does not exceed 15% of such property is entered into in the ordinary course of business and is made for cash consideration in Consolidated Tangible Assets or (B) an amount not less than equal to the Fair Market Value greater of (i) the amount of the net proceeds to Cxxxxx Parent or the Restricted Subsidiary entering into such Sale and Leaseback Transaction or (ii) the fair market value of such property, as determined by Cxxxxx Parent’s Board of Directors (bin the case of (i) or (ii), after repayment of, or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering such property which Secured Indebtedness existed immediately prior to such Sale and Leaseback Transaction) is applied to retirement of Funded Debt within one year after the consummation of such Sale and Leaseback Transaction; provided, however, the covenant contained in this Section 5.06 shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 5.05 or this Section 5.06, Attributable Debt with respect to any Sale and Leaseback Transaction if: (1) the Sale and Leaseback Transaction is permitted by entered into in connection with the issuance of industrial revenue or private activity bonds the interest on which is exempt from Federal income taxation pursuant to Section 7.05(k103(b) and is consummated within sixty of the Internal Revenue Code of 1986, as amended; (602) days (Cxxxxx Parent or such longer period as may be reasonably acceptable a Restricted Subsidiary applies an amount equal to the Administrative Agent net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering such Principal Property which Secured Indebtedness existed immediately before such Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction to investment (whether for acquisition, improvement, repair, alteration or construction costs) in its sole discretionanother Principal Property within one year prior or subsequent to such sale or transfer; (3) after such Sale and Leaseback Transaction was entered into by a corporation prior to the date on which such property is sold corporation became a Restricted Subsidiary or transferred, arises thereafter pursuant to contractual commitments entered into by such corporation prior to and not in contemplation of such corporation’s becoming a Restricted Subsidiary; or (c4) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the such Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect was entered into by a corporation prior to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) time such corporation was merged or consolidated with Cxxxxx Parent or a Restricted Subsidiary or prior to the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period time of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each sale, lease or other disposition of the conditions set forth properties of such corporation as an entirety or substantially as an entirety to Cxxxxx Parent or a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such corporation prior to and not in clauses (a) through (e) herein abovecontemplation of such merger, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubtconsolidation, a “built to suit” transaction (i.e.sale, a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactionlease or other disposition.

Sale and Leaseback Transactions. Enter into So long as the Debt Securities shall remain Outstanding, the Company will not, and will not permit any arrangementRestricted Subsidiary to, directly or indirectly, with any Person whereby it shall sell or transfer (except to the Company or one or more Restricted Subsidiaries, or both) any property used or useful Principal Property owned by it and in its business, whether now owned or hereafter acquired, and thereafter rent or full operation for more than 180 days with the intention of taking back a lease on such property or other property which it intends (except a lease for a term of no more than three years) (herein referred to use for substantially the same purpose or purposes as the property being sold or transferred (a “"Sale and Leaseback Transaction”") unless either (a) the sale Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 5.05 hereof, to incur Secured Debt equal in amount to the Capitalized Rent with respect to such lease secured by a Security Interest on the property is entered into in to be leased without equally and ratably securing the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such propertyDebt Securities, or (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated Company or a Restricted Subsidiary shall, within sixty (60) 180 days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to effective date of any such Sale and Leaseback Transactions Transaction, apply an amount equal to the "value" (as defined below in this Section) of the property so leased either to the purchase of fixed assets or to the retirement of Funded Debt; provided, however, that in lieu of applying all or any part of such amount to such retirement, the Company may at its option (x) deliver to the Trustee Debt Securities theretofore purchased or otherwise acquired by the Company, or (y) receive credit for the Debt Securities theretofore redeemed at its option. If the Company shall not exceed $2,000,000 with respect so deliver the Debt Securities to any single Sale and Leaseback Transaction and $5,000,000 in the Trustee (or receive credit for Debt Securities so delivered), the amount which the Company shall be required to apply to the retirement of indebtedness pursuant to this Section 5.06 shall be reduced by an amount equal to the aggregate in any period principal amount of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactionsuch Debt Securities.

Sale and Leaseback Transactions. Enter The Authority will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangementsale and leaseback transaction involving the Resort or any Key Project Assets; provided that the Authority or any of its Restricted Subsidiaries may enter into such a sale and leaseback transaction if: (i) the Authority or such Restricted Subsidiary, directly as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to Section 4.09(a) or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquiredSection 4.09(b)(ix) hereof and (b) incurred a Lien on the Property subject to such sale and leaseback to secure such Indebtedness pursuant to Section 4.12 hereof, and thereafter rent for the term of the applicable lease, the Authority or lease such property or other property which it intends Restricted Subsidiary will be deemed to use for substantially have incurred Indebtedness in the same purpose or purposes amount of the Attributable Debt secured by a Lien on such Property; (ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in the good faith, reasonable judgment of the Management Board and set forth in an Officer’s Certificate delivered to the Trustee, of the property being sold that is the subject of such sale and leaseback transaction; and, in the case of any such transaction (or transferred (a “Sale and Leaseback Transaction”series of related transactions) unless (a) involving the sale of assets with a value in excess of $25.0 million, an opinion as to the fairness to the Authority or such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value Restricted Subsidiary of such propertysale and leaseback transaction from a financial point of view is issued by an accounting, appraisal or investment banking firm of national standing; (biii) the Sale transfer of assets in such sale and Leaseback Transaction leaseback transaction is permitted by by, and the Authority applies the proceeds of such transaction in compliance with Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 4.10 hereof; and (eiv) the Attributable Indebtedness incurred with respect to no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactiontransaction.

Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, arrangement after the date of this Agreement with any Person whereby it shall sell (not including the Borrower or transfer any Consolidated Subsidiary) which provides for the leasing by the Borrower or any such Consolidated Subsidiary of any Principal Property which was or is owned by the Borrower or such Consolidated Subsidiary (except for temporary leases of not more than three years), which property used has been or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends is to use for substantially the same purpose or purposes as the property being be sold or transferred to such Person more than 120 days after the later of (i) the date on which such Principal Property has been acquired by the Borrower or such Consolidated Subsidiary and (ii) the date of completion of construction and commencement of full operation thereof by the Borrower or any Consolidated Subsidiary (a “Sale and Leaseback Transaction”) unless ), except that the foregoing limitation shall not apply to any Sale and Leaseback Transaction if: (a) the net proceeds to the Borrower or such Consolidated Subsidiary from such sale or transfer is equal to or exceeds the fair value (as determined by the Board of such property is entered into in Directors of the ordinary course Borrower) of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, Principal Property so leased; (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (Borrower or such longer period as may Consolidated Subsidiary could incur Indebtedness secured by a Lien on the Principal Property to be reasonably acceptable leased pursuant to Section 7.1 in an amount equal to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred Debt with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect Transaction without equally and ratably securing the Obligations; (c) the Borrower, within 120 days after the effective date of any such Sale and Leaseback Transaction, applies an amount equal to the Fair Market Value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by the Borrower) to: (i) the prepayment or retirement of Funded Debt (including securities constituting Funded Debt) of the Borrower; or (ii) the acquisition of additional real property by the Borrower or any single Consolidated Subsidiary. (d) A Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed include any such arrangement for financing air, water or noise pollution control facilities or sewage or solid waste disposal facilities or involving industrial development bonds which are tax-exempt pursuant to be a Sale and Leaseback TransactionXxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code, as amended (or which receive similar tax treatment under any subsequent amendments thereto or successor laws thereof).

Sale and Leaseback Transactions. Enter (i) Prior to the Investment Grade Rating Date, a Loan Party will not, and will not permit any Subsidiary to, enter into any arrangement, directly or indirectly, with Attributable Debt in respect of any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) if, after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect giving effect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Transaction, the sum, without duplication, of (A) the aggregate amount of Attributable Debt under all Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each Transactions of the conditions set forth in clauses Loan Parties and their Subsidiaries, plus (aB) through (ethe outstanding aggregate principal amount of all Indebtedness of the Loan Parties and their Subsidiaries permitted under Section 6.01(a)(iii) herein above, a “Permitted Sale and Leaseback Transaction”). For shall exceed 15% of Consolidated Net Tangible Assets at the avoidance time of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development consummation of Restaurants) undertaken by any Loan Party shall not be deemed to be a such Sale and Leaseback Transaction. (ii) From and after the Investment Grade Rating Date, a Loan Party will not, and will not permit any Subsidiary to, enter into any Sale and Leaseback Transaction if, after giving effect to such Sale and Leaseback Transaction, the sum, without duplication, of (A) the aggregate amount of Attributable Debt under all Sale and Leaseback Transactions of the Loan Parties and their Subsidiaries, plus (B) the outstanding aggregate principal amount of all Indebtedness of Non-Guarantor Subsidiaries permitted under Section 6.01(b)(v), plus (C) the outstanding aggregate principal amount of all Indebtedness of the Loan Parties and their Subsidiaries secured by Liens permitted under Section 6.02(a) (ii)(I), shall exceed 15% of Consolidated Net Tangible Assets at the time of consummation of such Sale and Leaseback Transaction.

Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any Person person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) ), unless (ai) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (bii) the Sale and Leaseback Transaction is permitted by Section 7.05(k) Sections 6.06 and 6.17 and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) 10 Business Days after the date on which such property is sold or transferred, (ciii) any Liens arising in connection with its use of the property are permitted by Section 7.01(j6.02(k), (div) the Sale and Leaseback Transaction would be permitted under Section 7.026.01, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 6.01, and (ev) the aggregate Attributable Indebtedness incurred with respect to all such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to 35,000,000 at any single Sale and Leaseback Transaction and $5,000,000 time outstanding; provided, however, in the aggregate in no event shall any period of twelve (12) consecutive months (Restricted Party enter into a Sale and Leaseback Transaction that satisfies each with respect to a Collateral Vessel unless the Net Cash Proceeds therefrom either (A) have been used to prepay outstanding Loans in accordance with Section 2.10(b)(vi) (without regard to reinvestment rights thereunder) or (B) have been (x) reinvested or contracted to be reinvested to purchase new Collateral Vessels within 12 months following the date of the conditions set forth in clauses (a) through (e) herein above, a “Permitted such Sale and Leaseback Transaction”). For Transaction or (y) in the avoidance case of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed proceeds being contracted to be a reinvested, such investment has occurred within 18 month following the date of such Sale and Leaseback Transaction.

Sale and Leaseback Transactions. Enter So long as any Notes of a series thereunder are outstanding, NXP B.V. and NXP Funding will not, and will not permit any Significant Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to any Principal Property unless: (1) NXP B.V. or such Significant Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) property to be leased in an amount equal to the Attributable Indebtedness incurred Liens with respect to such Sale and Leaseback Transactions shall Transaction without equally and ratably securing the Notes of such series pursuant to Section 4.01; (2) the net proceeds of the sale of the Principal Property to be leased are applied within 365 days of the effective date of the Sale and Leaseback Transaction to (i) the purchase, construction, development or acquisition of another Principal Property or (ii) the repayment of (x) any series of Notes, (3) Indebtedness of NXP B.V. and NXP Funding that ranks equally with, or is senior to, the Notes or (z) any Indebtedness of one or more Significant Subsidiaries; provided, in each case, that in lieu of applying such amount to such retirement, we may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to us; (4) such Sale and Leaseback Transaction was entered into prior to the Issue Date; (5) such Sale and Leaseback Transaction involves a lease for not exceed $2,000,000 more than three years (or which may be terminated by NXP B.V. or a Significant Subsidiary within a period of not more than three years); or (6) such Sale and Leaseback Transaction with respect to any single Sale Principal Property was between only the Parent Guarantor and Leaseback Transaction and $5,000,000 in the aggregate in any period of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each Subsidiary of the conditions set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For Parent Guarantor or only between Subsidiaries of the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback TransactionParent Guarantor.

Sale and Leaseback Transactions. Enter The Authority will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangementsale and leaseback transaction (other than incidental to any Permitted Lease Financing) involving the Resort or any Key Project Assets; provided that the Authority or any of its Restricted Subsidiaries may enter into such a sale and leaseback transaction if: (i) the Authority or such Restricted Subsidiary, directly as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to Section 4.09(a) or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquiredSection 4.09(b)(ix) hereof and (b) incurred a Lien on the Property subject to such sale and leaseback to secure such Indebtedness pursuant to Section 4.12 hereof, and thereafter rent for the term of the applicable lease, the Authority or lease such property or other property which it intends Restricted Subsidiary will be deemed to use for substantially have incurred Indebtedness in the same purpose or purposes amount of the Attributable Debt secured by a Lien on such Property; (ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in the good faith, reasonable judgment of the Management Board and set forth in an Officer’s Certificate delivered to the Trustee, of the property being sold that is the subject of such sale and leaseback transaction; and, in the case of any such transaction (or transferred (a “Sale and Leaseback Transaction”series of related transactions) unless (a) involving the sale of assets with a value in excess of $25.0 million, an opinion as to the fairness to the Authority or such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value Restricted Subsidiary of such propertysale and leaseback transaction from a financial point of view is issued by an accounting, appraisal or investment banking firm of national standing; (biii) the Sale transfer of assets in such sale and Leaseback Transaction leaseback transaction is permitted by by, and the Authority applies the proceeds of such transaction in compliance with Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 4.10 hereof; and (eiv) the Attributable Indebtedness incurred with respect no Default or Event of Default shall have occurred and be continuing or would occur as a result of such transaction; provided, further, that no Resort Hotel Transaction shall be subject to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period provisions of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactionthis Section 4.17.

Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any Person person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) ), unless (ai) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (bii) the Sale and Leaseback Transaction is permitted by Section 7.05(k) Sections 6.06 and 6.17 and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) 10 Business Days after the date on which such property is sold or transferred, (ciii) any Liens arising in connection with its use of the property are permitted by Section 7.01(j6.02(k), (div) the Sale and Leaseback Transaction would be permitted under Section 7.02Section6.01, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 6.01, and (ev) the aggregate Attributable Indebtedness incurred with respect to all such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to 35,000,000 at any single Sale and Leaseback Transaction and $5,000,000 time outstanding; provided, however, in the aggregate in no event shall any period of twelve (12) consecutive months (Restricted Party enter into a Sale and Leaseback Transaction that satisfies each with respect to a Collateral Vessel unless, subject to the final proviso to Section 2.10(b)(vi), the Net Cash Proceeds therefrom either (A) have been used to prepay outstanding Loans in accordance with Section 2.10(b)(vi) (without regard to reinvestment rights thereunder) or (B) have been (x) reinvested or contracted to be reinvested to purchase new Collateral Vessels within 12 months following the date of the conditions set forth in clauses (a) through (e) herein above, a “Permitted such Sale and Leaseback Transaction”). For Transaction or (y) in the avoidance case of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed proceeds being contracted to be a reinvested, such investment has occurred within 18 month following the date of such Sale and Leaseback Transaction.

Sale and Leaseback Transactions. Enter into No Loan Party will, nor will it permit any arrangementSubsidiary (other than Excluded Subsidiaries which are not Loan Parties and Unrestricted Subsidiaries) to, directly or indirectly, with any Person whereby it shall sell or transfer any property property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless transferred, except for: (a) the any such sale of such property is entered into in the ordinary course of business and any fixed or capital assets by any Borrower or any Restricted Subsidiary that is made for cash consideration in an amount not less than the Fair Market Value fair value of such property, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) fixed or capital asset and is consummated within sixty (60) 90 days (after such Borrower or such longer Restricted Subsidiary acquires or completes the construction of such fixed or capital asset; and (b) other sales of any fixed or capital assets by any Borrower or any Restricted Subsidiary so long as: (i) no Event of Default has occurred and is continuing at the time of any such sale, or would result therefrom ; and (ii) for the period of thirty (30) consecutive days prior to, and as may be reasonably acceptable to the Administrative Agent in its sole discretion) after of the date on which of, such property is sold sale of fixed or transferredcapital assets, in each case, after giving effect to such sale of fixed or capital assets, Combined Availability exceeds the Combined Availability Trigger Amount (cprovided that (A) in calculating Combined Availability for the thirty day period prior to any Liens arising in connection with its use such sale of the property are permitted by Section 7.01(jfixed of capital assets for purposes this clause (b), Combined Availability for such thirty day period shall be determined on a pro forma basis, as if such sale had been made on the first day of such period and (dB) if at any time during such thirty day period, Combined Availability shall be less than the Combined Availability Trigger Amount and (x) the Sale and Leaseback Transaction would be Borrowers shall raise additional capital through the issuance of Equity Interests by Holdings or the incurrence of Indebtedness permitted under Section 7.02, assuming 6.01 and utilize a portion of the Attributable Indebtedness with respect proceeds of such additional capital raise to pay down outstanding Revolving Loans or outstanding amounts owing under the Receivables Securitization Agreements or (y) the Aggregate Revolving Commitments are increased pursuant to Section 2.09(e) hereof or the Securitization Purchase Limit is increased pursuant to the Sale Receivables Securitization Agreements, for purposes of determining whether the Borrowers have met the foregoing test, Combined Availability shall be determined on a pro forma basis, as if such capital raise and Leaseback Transaction constituted Indebtedness pay down of outstanding Revolving Loans or amounts owing under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to Receivables Securitization Agreements or such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 increase in the aggregate in any period Aggregate Revolving Commitments or Securitization Purchase Limit, as applicable, had occurred on the first day of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each of the conditions set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”such thirty day period). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transaction.

Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (a) Prior to the Acquisition Closing Date, the Company shall not enter into any sale and leaseback transaction. (b) From and after the Acquisition Closing Date, the Company shall not, and shall not permit any of such property is entered its Restricted Subsidiaries to, enter into in any sale and leaseback transaction; provided that the ordinary course of business Company and is made for cash consideration its Restricted Subsidiaries may enter into a sale and leaseback transaction if: (i) the Company or the relevant Restricted Subsidiary, as the case may be, could have (A) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(b) and (B) incurred a Lien to secure such Indebtedness pursuant to Section 4.11; provided, however, that clause (A) of this clause (b)(i) shall be suspended during any period in which the Company and its Restricted Subsidiaries are not less than subject to the Fair Market Value of such property, Suspended Covenants; (bii) the Sale gross cash proceeds of the sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable leaseback transaction are at least equal to the Administrative Agent fair market value, as determined in its sole discretion) after good faith by the date on which such property is sold or transferredCompany and set forth in an Officers' Certificate delivered to the Trustee, (c) any Liens arising in connection with its use of the property are permitted by Section 7.01(j)that is the subject of the sale and leaseback transaction; provided, (d) the Sale and Leaseback Transaction would be permitted under Section 7.02however, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 that in the aggregate in case of any period sale and leaseback transaction for consideration exceeding $5.0 million, the fair market value shall be determined by the Company's Board of twelve (12) consecutive months (a Sale Directors and Leaseback Transaction that satisfies each of the conditions set forth in clauses an Officers' Certificate delivered to the Trustee; and (aiii) through the transfer of assets in the sale and leaseback transaction is permitted by, and the Company or the relevant Restricted Subsidiary applies the proceeds of the transaction in compliance with, Section 4.11 hereof; provided, however, that, in the event that the Company or any of its Restricted Subsidiaries consummates a sale and leaseback transaction during a period in which the Company is not subject to the Suspended Covenants, within twelve months of that sale and leaseback transaction, the Company shall apply the Net Cash Proceeds thereof to permanently repay secured Indebtedness of the Company or a Guarantor, or any Indebtedness of any of the Company's Restricted Subsidiaries that is not a Guarantor, and if any Indebtedness repaid under this clause (eb)(iii) herein aboveis revolving credit Indebtedness, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection correspondingly reduce commitments with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactionrespect thereto.

Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any Person person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) ), unless (ai) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (bii) the Sale and Leaseback Transaction is permitted by Section 7.05(k) 10.17 and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) 10 Business Days after the date on which such property is sold or transferred, (ciii) any Liens arising in connection with its use of the property are permitted by Section 7.01(j)clause (13) of the definition of “Permitted Liens”, (div) the Sale and Leaseback Transaction would be permitted under Section 7.0210.11, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 10.11, and (ev) the aggregate Attributable Indebtedness incurred with respect to all such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to 5,000,000 at any single Sale and Leaseback Transaction and $5,000,000 time outstanding; provided, however, in no event shall the aggregate in Issuer or any period of twelve (12) consecutive months (Restricted Party enter into a Sale and Leaseback Transaction that satisfies each with respect to a Collateral Vessel unless the Net Cash Proceeds therefrom either (A) have been used to prepay outstanding Obligations under the Senior Credit Facilities in accordance with the Senior Credit Agreement or (B) have been (x) reinvested or contracted to be reinvested to purchase new Collateral Vessels within 12 months following the date of such Sale and Leaseback Transaction or (y) in the case of the conditions set forth in clauses (a) through (e) herein aboveproceeds being contracted to be reinvested, a “Permitted such investment has occurred within 18 month following the date of such Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party this Section 10.15 shall not be deemed apply to be a any Sale and Leaseback TransactionTransaction in existence on the Issue Date.

Sale and Leaseback Transactions. Enter into Neither the Parent nor any arrangementof the other Borrowers shall, directly or indirectly, enter into any arrangement with any Person whereby it shall providing for the Parent or any other Borrower to lease or rent property that the Parent or such other Borrower has sold or will sell or otherwise transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease to such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) Person unless (a) the sale no Default or Event of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such propertyDefault exists, (b) the Sale and Leaseback Transaction is permitted by Section 7.05(k) and is consummated within sixty (60) days (or such longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion) after the date on which such property is sold or transferred, (c) any Liens arising in connection with its use net tangible book value of the property are permitted by Section 7.01(j), (d) the Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed assets so sold is less than $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 15,000,000 in the aggregate in any period Fiscal Year or the transaction is listed and described on Schedule 7.19 hereto, and (c) in the case of twelve the transactions listed on Schedule 7.19, the transaction is completed in a manner consistent with the description on Schedule 7.19; provided, however, that none of the Borrowers shall enter into any sale and leaseback transaction (12) consecutive months (a except Sale and Leaseback Transaction that satisfies each of Transactions (as currently defined in the conditions set forth in Indenture) permitted by clauses (a1) through (e4) herein aboveof Section 1009 of the Indenture) if the Attributable Debt (as currently defined in the Indenture) in respect of such sale and leaseback transaction exceeds an amount equal to (i) $125,000,000, a “Permitted minus (ii) the sum of (A) the aggregate amount of Debt (as currently defined in the Indenture) owed at such time by Parent and its domestic Subsidiaries and secured by Restricted Collateral (other than Debt described in clause (iii) below and Debt under the Loan Documents) plus (B) the aggregate amount of Attributable Debt (as currently defined in the Indenture) of Parent and its domestic Subsidiaries existing at such time with respect to Restricted Collateral (except for Sale and Leaseback Transaction”Transactions (as currently defined in the Indenture) permitted by clauses (1) through (4) of Section 1009 of the Indenture), minus (iii) the amount of Debt (as currently defined in the Indenture) in respect of the Term Loans at such time after taking into account any repayment thereof from the proceeds of such sale and leaseback transaction (net of closing costs, fees and expenses and an amount equal to the tax liabilities arising as a result of any gain associated with such sale and leaseback transaction). For the avoidance of doubt, a “built it is understood and agreed that the provisions of this Section 7.19 are designed to suit” transaction (i.e.restrict and control Borrowers’ rights with respect to sale and leaseback or similar transactions, a transaction that involves a Loan Party leasing land not the execution and buildings that are purchased by thirddelivery of non-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactioncapitalized operating leases.”

Sale and Leaseback Transactions. Enter The Borrower will not, and will not permit any of its Subsidiaries (other than any Unrestricted Subsidiary) to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Sale-Leaseback Transaction”) unless ); provided that this Section 6.07 shall not prohibit (a) the sale of such property any Sale-Leaseback Transaction that does not involve Principal Property and is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such propertyduring a Threshold Availability Period, (b) the Sale and any Sale-Leaseback Transaction is permitted by Section 7.05(k) that does not involve Principal Property and is consummated within sixty (60) days (or entered into during a Reduced Availability Period, so long as such longer period as may be reasonably acceptable to Sale Leaseback Transaction, considered in the Administrative Agent aggregate with all other Sale-Leaseback Transactions entered into by the Borrower and its Restricted Subsidiaries during any Reduced Availability Period during the term of this Agreement, would not involve properties having a fair market value in its sole discretion) after the date on which such property is sold or transferred, excess of $150,000,000 and (c) any Liens arising Sale-Leaseback Transaction in connection with its use which the leased property is acquired less than 120 days prior to the date of the property are permitted by Section 7.01(j)lease, (d) the Sale and so long as such Sale-Leaseback Transaction would be permitted under Section 7.02Transaction, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) the Attributable Indebtedness incurred with respect to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 considered in the aggregate with all other Sale-Leaseback Transactions entered into in any period reliance on this Section 6.07(c), would not involve properties having a fair market value in excess of twelve (12) consecutive months (a Sale and $20,000,000. All obligations under sale-leaseback agreements in respect of Sale-Leaseback Transaction that satisfies each Transactions permitted hereunder shall constitute Debt for purposes of calculating compliance with the conditions covenants set forth in clauses (a) through (e) herein above, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubt, a “built to suit” transaction (i.e., a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactionthis Article 6.

Sale and Leaseback Transactions. Enter The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, Sale and thereafter rent or lease Leaseback Transaction unless (A) the sum of (i) the Attributable Debt outstanding pursuant to such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”, (ii) unless all Attributable Debt outstanding pursuant to all other Sale and Leaseback Transactions entered into by the Company and any Restricted Subsidiary after the first date on which a Debt Security is authenticated by the Trustee, and (iii) the aggregate of all Secured Indebtedness outstanding (computed without regard to the Secured Indebtedness excluded from the operation of Section 5.05 pursuant to clauses (a) through (i) thereof and further without regard to Secured Indebtedness of the sale Company or any Restricted Subsidiary if the Debt Securities are secured equally and ratably with (or prior to) such Secured Indebtedness) does not exceed 10% of such property is entered into in the ordinary course of business and is made for cash consideration in Consolidated Net Tangible Assets or (B) an amount not less than equal to the Fair Market Value greater of (i) the amount of the net proceeds to the Company or the Restricted Subsidiary entering into such Sale and Leaseback Transaction or (ii) the fair market value of such property, as determined by the Board of Directors (bin the case of(i) or (ii), after repayment of, or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering such property which Secured Indebtedness existed immediately prior to such Sale and Leaseback Transaction) is applied to retirement of Funded Debt within one year after the consummation of such Sale and Leaseback Transaction; provided, however, the covenant contained in this Section 5."6 shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 5.05 or this Section 5.06, Attributable Debt with respect to any Sale and Leaseback Transaction if: (1) the Sale and Leaseback Transaction is permitted by Section 7.05(kentered into in connection with pollution control, industrial revenue, private activity or similar financing; (2) and is consummated within sixty (60) days (the Company or such longer period as may be reasonably acceptable a Restricted Subsidiary applies an amount equal to the Administrative Agent net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering such Principal Property which Secured Indebtedness existed immediately before such Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction to investment (whether for acquisition, improvement, repair, alteration or construction costs) in its sole discretionanother Principal Property within one year prior or subsequent to such sale or transfer; (3) after such Sale and Leaseback Transaction was entered into by an entity prior to the date on which such property is sold entity became a Restricted Subsidiary or transferred, arises thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of such entity becoming a Restricted Subsidiary; or (c4) any Liens arising in connection with its use of the property are permitted by Section 7.01(j), (d) the such Sale and Leaseback Transaction would be permitted under Section 7.02, assuming the Attributable Indebtedness with respect was entered into by an entity prior to the Sale and Leaseback Transaction constituted Indebtedness under Section 7.02 and (e) time such entity was merged or consolidated with the Attributable Indebtedness incurred with respect Company or a Restricted Subsidiary or prior to such Sale and Leaseback Transactions shall not exceed $2,000,000 with respect to any single Sale and Leaseback Transaction and $5,000,000 in the aggregate in any period time of twelve (12) consecutive months (a Sale and Leaseback Transaction that satisfies each sale, lease or other disposition of the conditions set forth properties of such entity as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such entity prior to and not in clauses (a) through (e) herein abovecontemplation of such merger, a “Permitted Sale and Leaseback Transaction”). For the avoidance of doubtconsolidation, a “built to suit” transaction (i.e.sale, a transaction that involves a Loan Party leasing land and buildings that are purchased by third-party landlords in connection with the development of Restaurants) undertaken by any Loan Party shall not be deemed to be a Sale and Leaseback Transactionlease or other disposition.